Document
Owner
Board of Trustees
Effective Date
October 18, 2026
Last Reviewed
October 18, 2026
Next Review
October 2027
1. Purpose
This policy protects Neponset University’s interest when contemplating any transaction or arrangement that might benefit the private interest of an officer, trustee, faculty member, or staff. This policy is intended to comply with applicable federal tax law (Internal Revenue Code section 4958 and related Treasury regulations), Massachusetts non-profit law (M.G.L. c. 180), and best practices for tax-exempt organizations.
2. Definitions
Interested Person. Any trustee, officer, member of a committee with governing-board-delegated powers, or any other person who has a direct or indirect financial interest, as defined below.
Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: (a) an ownership or investment interest in any entity with which Neponset has or is negotiating a transaction or arrangement; (b) a compensation arrangement with Neponset or with any entity or individual with which Neponset has or is negotiating a transaction or arrangement; or (c) a potential ownership, investment interest, or compensation arrangement with any entity or individual with which Neponset is negotiating a transaction or arrangement.
3. Procedures
Duty to Disclose. An interested person must disclose the existence of the financial interest and all material facts to the Board of Trustees or relevant committee considering the transaction or arrangement.
Determining Whether a Conflict Exists. After disclosure, the interested person leaves the meeting; the remaining trustees or committee members discuss and decide whether a conflict exists.
Procedures for Addressing the Conflict. If a conflict exists, the Board investigates alternatives. The interested person may answer questions but is not present for the deliberation or vote. The Board approves the transaction only if it is in Neponset’s best interest, for its own benefit, and is fair and reasonable.
4. Records of Proceedings
Minutes of relevant Board and committee meetings shall contain the names of persons who disclosed a financial interest, the nature of the interest, any action taken to determine whether a conflict existed, and the action taken with respect to the transaction.
5. Compensation
A voting member of the Board who receives compensation, directly or indirectly, from Neponset for services is precluded from voting on matters pertaining to that member’s compensation. The same restriction applies to committees whose jurisdiction includes compensation matters.
6. Annual Statements
Each trustee, officer, and member of a committee with governing-board-delegated powers shall sign a statement annually affirming that they have received, read, understand, and agree to comply with this policy and that they understand Neponset is a charitable organization that must engage primarily in activities accomplishing its tax-exempt purposes.
7. Periodic Reviews
To ensure Neponset operates in a manner consistent with its charitable purposes and does not engage in activities that could jeopardize tax-exempt status, periodic reviews shall include compensation arrangements, partnerships, joint ventures, and management contracts.
8. Public Availability
This policy is made available to the public upon request, consistent with IRS expectations for 501(c)(3) organizations.