Sharif University of Technology Association Compliance Plan Including Conflict of Interest and Confidentiality Statement Policies

Preamble

Nonprofits are required to adhere to state and federal regulation and legislation. While its philanthropic mission is the driving force behind an organization, legal obligations must be taken into consideration. A Corporate Compliance Plan can be a valuable tool that can help facilitate a nonprofit’s accountability and transparency, aid in the discovery of illegal or unethical actions, and assist in ensuring that organizations comply with regulations and laws governing public charities.

Nonprofits must focus on corporate compliance because certain compliance violations can lead to penalties as well as adverse publicity. The essential components of the Compliance Plan are Conflict of Interest Policy, Confidentiality Policy and Code of Conduct Policy.

Conflict of Interest

I. Purpose

A conflict of interest occurs where individuals’ role to further the organization’s academic and professional purposes benefits, or can be construed to benefit their own financial, professional, or personal interests.

The purpose of this policy is to:

1. Protect the integrity of the Sharif University of Technology Association’s decision-making process, to enable our members to have confidence in our integrity, and to protect the integrity and reputation of the organization’s Directors, Officers, and Volunteers.
2. Help ensure that when actual or potential conflicts of interest arise, the organization has a process in place through which the subject individual is obligated to advise the Board of Directors or any authorized body defined by the Bylaws about all the relevant facts concerning the situation.
3. Help ensure that in case an actual case of conflicts of interest is verified, the organization has a process in place to assess such cases and deal with them accordingly.
4. Establish procedures under which individuals who have a conflict of interest will be excused from voting and/or decision making on such matters.

II. Policy

All Directors, Officers, and Volunteers (collectively called Members in this document) will strive to avoid any conflict of interest between the interests of Sharif University of Technology Association on the one hand, and personal, professional, and business interests on the other. This includes avoiding actual conflicts of interest as well as the potential conflicts of interest.

1. Upon appointment each Member will sign and submit a full statement of disclosure of interests, such as relationships, and posts held, that could potentially result in a conflict of interest. This written disclosure will be kept on file and will be updated as appropriate.
2. In the course of meetings or activities, Members will disclose any interests in a transaction or decision where there may be an actual or potential conflict between the organization’s best interests and the Member’s best interests or a conflict between the best interests of two organizations that Members are involved with.
3. After such disclosure, the Member may not be able to take part in the decision depending on the judgment of the other Members present at the time.
4. Any such disclosure and the subsequent actions taken will be noted in the minutes.
5. Members will not use, publish or disclose confidential information during or subsequent to their engagement at SUTA and will preserve the restricted nature of such information except to the extent that it becomes publicly available, or is otherwise lawfully obtained outside the scope of this agreement from third parties.
6. This policy is meant to supplement good judgment and staff, volunteers and management committee Members should respect its spirit as well as its wording.

All Members described in item “a” shall sign the appended form and will update it if her/his situation changes with regards to this policy that will be kept in SUTA’s filing system.

Violation of this policy may result in the SUTA Board of Directors decision to take appropriate disciplinary action, including removal/dismissal of the Member.

Examples of Potential Conflicts of Interest

It is impossible to list all the possible circumstances that could present a conflict of interest. Potential conflicts of interest include situations in which a director, officer or key person or that person’s relative or business:

• has an ownership or investment interest in any third party that SUTA deals with or is considering dealing with;
• serves on the board of, participates in the management of, or is otherwise employed by or volunteers with any third party that SUTA deals with or is considering dealing with;
• receives or may receive compensation or other benefits in connection with a transaction into which SUTA enters;
• receives or may receive personal gifts or loans from third parties dealing with SUTA;
• serves on the board of directors of another nonprofit organization that is competing with SUTA for a grant or contract;
• has a close personal or business relationship with a participant in a transaction being considered by SUTA;
• would like to pursue a transaction being considered by SUTA for their personal benefit.

A potential conflict of interest is not necessarily a conflict of interest. A person has a conflict of interest only if following the thorough investigation, the Board of Directors or authorized body specified in the Bylaws decides it is a conflict of interest.

Confidentiality Statement

I. Purpose

Confidentiality Policy, which is also referred to as a nondisclosure agreement, is to protect organization privileged information.

The purpose of this policy is to:

1. Respect the privacy of organization’s members, donors, members, volunteers and of the organization itself.
2. Keep Personal and financial information confidential unless a consent or authorization has been obtained for their disclosure.
3. Assure that the Board of Directors, Officers and Volunteers (collectively called Members in this document) keep private and confidential all information obtained or learned in the course of their service.
4. Help ensure that when a breach of confidentiality arises, the organization has a process in place under which the affected individual will advise the Board of Directors or authorized body specified in the Bylaws about all the relevant facts concerning the situation.
5. Help ensure that in case an actual case of the breach is verified, the organization has a process in place to assess such cases and deal with them accordingly.
6. Establish procedures for non-complied individuals to be excused from voting and/or decision making on such matters.
7. Create a form, statement or agreement to be signed by Board Directors, Officers and Volunteers (Members).
8. Recommend authorized body to oversee the Confidentiality policies and procedures, investigate the issues and deal with related cases.

II. Policy

All Directors, Officers, and Volunteers (Members) will not disclose confidential information belonging to, or obtained through their affiliation with other organizations to any person, including their relatives, friends, and business and professional associates, unless that organization has authorized disclosure. This policy is not intended to prevent disclosure where disclosure is required by law.

Confidentiality is the preservation of privileged information. Board members, Officers, Trustees and other volunteers are expected to demonstrate professionalism, good judgment, and care at all times in handling any information related to SUTA, to avoid unauthorized or improper disclosures of confidential information.

While board and committee members are expected and encouraged to discuss the organization’s information with one another and targeted publics, they shall decide to report opinions expressed in the meetings. They shall not engage in any communication that has not been approved by the board or not supported by board policy, procedures, or decisions.

At the end of his/her Board or committee member’s term or upon his/her retirement, resignation or removal from the Board of Directors or committee, he/she shall return, at the organization’s request, all documents, papers, and other materials, regardless of medium, which may contain or be derived from confidential information, in his/her possession.

It is expected that board and committee members will not use trade secrets, client lists, or other confidential information acquired by virtue of being on the board or committee, even after they complete their service with the organization.

Unauthorized disclosure of confidential or privileged information is a serious violation of this policy and will subject the person(s) who made the unauthorized disclosure to appropriate disciplinary action, including removal/dismissal or taking legal action in jurisdiction specified in the SUTA Bylaws as appropriate.

Conflict of Interest Disclosure and Confidentiality Statement Agreement Form for Admins/Volunteers and Board Members at SUTA

During the time that I serve as the member of board of directors or admin/volunteer at Sharif University of Technology (SUTA), I realize that I will gain access to SUTA assets and information that is considered to be confidential and/or proprietary. Such information relates to members’ contact information, submitted proposals and criteria or decisions made with regard to the business of SUTA.

Since SUTA has the obligation to protect such information:

1. I agree that I will not use, publish or disclose such information during or subsequent to my engagement at SUTA, and that I will preserve the restricted nature of this information except to the extent that it becomes publicly available, or is otherwise lawfully obtained outside the scope of this agreement from third parties.
2. I agree to transfer my access to SUTA assets to the SUTA Board of Directors upon termination of my duties or at the request of the SUTA Board of Directors.
3. Additionally, as a member of the board or admin/volunteer, I realize that I have an obligation to disclose and eliminate (if necessary) any potential or actual duality of interest or conflict of interest.

Below, I have listed all corporations (for-profit or not-for-profit), and community organizations that I, or a member of my immediate family, have a relationship with, that have sought or may in the future seek to do business with SUTA.

The term “relationship” means any relation with a person or organization, whether employment (such as a volunteer assignment, part-time job or as a consultant or independent contractor) or fiduciary (such as a board member or officer). The term “immediate family” means spouse, parent, and children.

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4. I also agree that I will respect and follow all resolutions, documents and protocols of SUTA, and execute all future resolutions and documents set by the SUTA Board of Directors.

I hereby certify that I have read, understand and agree to the SUTA’s Compliance Policy with respect to confidential information and conflict of interest, and that the information given in this statement is complete and accurate to the best of my knowledge.

I also agree to update and resubmit this form if my situation changes with regards to this policy.

Full Name: ____________________________________

Signature: ____________________________________      Date: ______________________