Conflict of Interest Policy
When the volunteer leaders of GardenComm (formerly Garden Writers Association or GWA) are acting in their official capacities, their actions and decisions should be based on what they honestly and reasonably believe to be in the best interests of GardenComm. Legally and ethically, this is what is expected of each volunteer leader. It is also what is expected by GardenComm members and other constituencies. If the judgment of a GardenComm official is influenced by an outside interest, GardenComm may suffer harm directly from an ill-advised decision. But GardenComm can be harmed equally, if not more so, by the creation of a perception among members and others of inappropriate decision making. Especially for a nonprofit organization, reputation can be an invaluable asset. Therefore, even if a volunteer leader believes that he or she can exercise independent judgment despite a conflict, and even if the official in fact does so, the perception that another interest or relationship may inappropriately influence their judgment can be injurious to GardenComm. 
Definition of “Conflict of Interest”
A conflict of interest exists when a volunteer leader has a direct or indirect business, professional, or personal situation or relationship that might influence, or that might be perceived to influence, or that might be perceived to influence, the judgment or actions of the leader when serving GardenComm. Conflicts of interest may arise under numerous scenarios, including but not limited to:
- Serving as an officer or director of another nonprofit organization in the general areas of interest to GardenComm.
- Receiving compensation (e.g., consulting fees, speaking or writing honoraria, etc.) from a company offering products or services related to the interests of GardenComm.
- Doing business with GardenComm or having a relationship with any company or organization doing business or wishing to do business with GardenComm.
The most fundamental concept in the area of conflicts of interest is disclosure. Those GardenComm officials subject to this conflict of Interest Policy must disclose all conflicts as defined above. It should be noted that the definition of conflict of interest adopted in this Policy includes any relationship that might influence or that might be perceived to influence the actions or decisions of a GardenComm official. Therefore, even if one believes that a relationship or other circumstance will not affect one’s judgment or conduct, if it could do so or if it reasonably could be perceived as having an improper influence, then it should be disclosed. Those covered by this Policy will have the burden of defending any decision not to disclose and therefore should err on the side of disclosure.
Disclosure shall be made on at least an annual basis in the first quarter of each fiscal year on forms provided by GardenComm. Completed forms will be shared with GardenComm Board of Directors, which may take such further action it deems appropriate. In addition, any relationship or circumstance that is created or arises in the interim should be disclosed to the Chairman of the Board and Executive Director of GardenComm as soon as possible, who will then notify the Board.
Finally, all those covered by this Policy have an obligation to bring to the attention of GardenComm any conflict or perceived conflict of any other GardenComm official also subject to this Policy.
The following are subject to GardenComm Conflict of Interest Policy:
- Board of Directors and Officers
- Committee Chairmen and Vice Chairmen
Effect of a Conflict or Perceived Conflict
- Once a conflict of interest arises, in addition to disclosure, the person with the conflict should use their best judgment as to whether and to what extent they should recuse themselves from deliberations, voting, decision making, and other participation with respect to the matter at issue, and whether they should resign from an office or position. In making this determination, the best interests of GardenComm should be the sole criteria. The Board of Directors may require full or limited recusal or other measures, including resignation from a GardenComm office or position.
- Any conflict of interest involving a proposed contract or transaction between GardenComm and the person with the conflict shall be submitted to the Board for approval. The Board shall determine by a majority vote of the disinterested directors whether GardenComm should enter into the contract or transaction because it is in GardenComm’s best interest. If appropriate, the Board in its discretion may appoint a committee to investigate alternatives to a proposed contract or transaction.
Intent of Policy; Violation of this Policy
This Policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to non-profit corporations. Violations of this Policy may result in disciplinary action, up to and including removal from a GardenComm office or position and expulsion from GardenComm.
 It should be emphasized that conflicts of interest are not inherently illegal or unethical, nor should they be interpreted as reflecting upon the integrity of any GardenComm official. Further, it is not the purpose of a conflict of interest policy to prevent volunteer leaders from having business or other relationships. Rather, it is the manner in which a conflict is addressed which determines the propriety of the situation.
 E.g. through a close family member or a business associate.