Baldrige Foundation Board of Directors
Conflict of Interest Policies and Procedures
The Foundation for Malcolm Baldrige National Quality Award, Inc. (“Baldrige Foundation”) has adopted a Conflict of Interest Policy, hereby signified as Policy No. 01-2007, for the general purpose of providing policies and procedures with respect to any potential or actual conflicts of interest for the Baldrige Foundation Board of Directors.
The Board of Directors of the Baldrige Foundation (the “Board”) acknowledges that the Baldrige Foundation’s Conflict of Interest Policies and Procedures are applicable to all voting members (directors) of the Board to help manage potential conflicts. In addition, the Board understands that directors hold a unique and distinct position within the Baldrige Foundation and believe that it is appropriate to adopt these guidelines to avoid conflicts of interest at the Board level. Therefore, the Board has adopted the following policies and procedures with respect to any potential or actual conflict of interest involving directors:
- Policy. A director owes certain fiduciary duties, including the duties of loyalty, diligence, and confidentiality, to the Baldrige Foundation. This requires that a director act in good faith on behalf of the Baldrige Foundation and to exercise the powers conferred in the Foundation’s and its Trustee’s and the Baldrige Award Program’s interest and not for the director’s own or others’ interest.
Disclosure. A director shall promptly disclose to the Board any personal or outside interest, relationship or responsibility (financial, professional or otherwise) held by the director with respect to any potential or actual transaction, agreement or other matter which is or may be presented to the Board for consideration, even if such interest, relationship or responsibility has otherwise generally been disclosed to the Foundation or the Board.
- Procedures. The following provisions apply with respect to any proposed rule, transaction, contract, or arrangement in which a director has a material financial interest:
Disclosure. In connection with any proposed rule change, transaction, contract or arrangement, a director shall disclose the existence and nature of his/her material financial interest, prior to the consideration of the proposed rule, transaction, contract or arrangement by the Board or a Board committee.
Review by Board. After disclosure of the material financial interest, a determination shall be made by the Board of Directors, as to whether a conflict of interest exists and whether to recommend that the director abstain. A decision is not required if the interested director abstains from participation in the vote respecting the proposed rule, transaction, contract or arrangement.
- Board Action. As it pertains to any potential conflict with any personal or outside interest, relationship or responsibility, the Board, with the abstention of the interested director, may decide whether such director may participate in any reporting, discussion or vote on the issue that gave rise to the potential conflict.
The Chair of the Baldrige Foundation shall direct the Foundation Executive Director and/or Secretary to withhold any information on such issues of conflict from the interested Board member(s) such as materials distributed and take any and/or all other action necessary to ensure that the conflict of interest policy is maintained.
- Recusal. Any director with such an interest, relationship or responsibility which conflicts with the interests of the Baldrige Foundation and the Award Program or its Trustees, shall recuse him/herself from any reporting, discussions and vote on the issue that gave rise to the conflict and, if necessary, from the Board meeting, or applicable part thereof.
During the annual Baldrige Award Evaluation Cycle, any Board of Director member’s organization who applies for the Award during that award cycle year will recuse him/her from Board activities that have a direct relationship to fundraising, voting on issues, and information presented on applications and the Award cycle updates. They are allowed to participate in meetings but only in an ex-officio capacity. The Chair will check with Baldrige National Program (BNP) for review for conflict of interest with application.
In addition, no Board member or employee of the Foundation may serve on the National Board of Examiners.
- Voting. In the event of any potential or actual conflict of interest involving a Board member, including a director having a material financial interest in a matter to be considered by the Board, the Board shall determine whether to recommend that a director abstain from voting on the matter. As a general matter, we believe it is appropriate for a director to abstain from voting on a matter in which s/he has a material financial interest. In the event a director abstains because of a conflict of interest, the abstention shall be noted in the minutes of the meeting.
- Resignation. In circumstances where a director has a significant, ongoing and irreconcilable conflict, and where such personal or outside interest, relationship or responsibility significantly impedes the director’s ability to carry out his or her fiduciary responsibility to the Baldrige Foundation, resignation from the Board or the conflicting interest may be appropriate and/or required.