Because it is a not-for-profit corporation, the proper governance of Oklahoma Watch, Inc. (the “Corporation”) depends on the active participation of volunteer Directors who freely donate their time and talents to support the Corporation, for the benefit of Oklahoma. The Corporation is aware, however, that this service may occasionally result in situations involving a dual interest on the part of one or more members of the Board of Directors (“Board”) that might be interpreted as a conflict of interest.

At the same time, the Corporation recognizes that it is inherent that Directors are and will continue to be active in business and charitable pursuits and that conflicts of interest will necessarily occur because of their varied interests and backgrounds.  However, the Corporation believes that Directors should not be inhibited solely because of potential conflicts of interest.  In fact, the Corporation believes that the matter of conflicts of interest can best be handled through full disclosure of such interests, together with abstention in any vote wherein such an interest may be relevant.

The Corporation adopts the following with respect to participation by Directors, employees, and volunteers in matters coming before the Board and its Committees in which they may have a potential conflict of interest:

  1. No Director, employee, or volunteer shall knowingly participate in any decision of the Board or any Committee thereof or otherwise attempt to influence the conduct of the Corporation where such decision or conduct would directly or indirectly confer any financial benefit on such person or on any organization in which such person has a material financial interest.  A relationship with an organization will be considered to exist whenever a Director, employee, volunteer, or a member of his or her immediate family or close relative is an officer, Director, partner, employee, or agent of the organization, or has a substantial interest in the organization.
  2. In the event that there is a matter for consideration or decision that raises a possible conflict of interest for any Director, employee, or volunteer, that person shall immediately disclose the potential conflict of interest to the Board or to the Committee considering the matter, as the case may be, and shall not cast a vote on the matter.  The Board member, however, will be counted in determining the quorum for any such meeting.  The minutes of the meeting should reflect that appropriate disclosure was made and that the interested Director(s) abstained from voting.
  3. This policy shall not be construed as preventing or discouraging any Director, employee, or volunteer from participating in the discussion of a matter with respect to which that person has a conflict of interest, provided such person complies with paragraph 2 of this policy.  Where a Director, employee, or volunteer has a relationship with an organization seeking to provide services, goods, or facilities to the Corporation, the Board and Executive Editor shall use reasonable efforts to ascertain that the services, goods, or facilities are offered on competitive terms and conditions and that, all things considered, an arrangement more beneficial to the Corporation could not be obtained.
  4. Directors, employees and volunteers shall exercise good faith in all transactions touching upon their duties to the Corporation and its property.  In their dealing with and on behalf of the Corporation, they shall be held to a strict rule of honest and fair dealing between themselves and the Corporation.  They shall not use their position, or knowledge gained from their position, in a way that a conflict may arise between their own personal interest and that of the Corporation.

A copy of this Conflict of Interest Statement shall be provided to each Director, employee and volunteer, and any other person requesting a copy of the same.

This Conflict of Interest Policy has been adopted by the Corporation’s Board of Directors to be effective as of July 15, 2013.