Conflict of Interest and Code of Ethics

Injustice Watch is dedicated to providing non-partisan, accurate reports produced free from the influence of private financial interests.  Our Conflict of Interest Policy, which we reported to the IRS, is reprinted below:

Definition of Conflicts of Interest.  A conflict of interest will be deemed to exist whenever an individual is in the position to approve or influence policies or actions of the Corporation, or reasonably appears to be in a position to approve or influence policies or actions of the Corporation, which involve or could harm or benefit financially: (i) the individual; (ii) any member of his or her immediate family (spouse, parents, children, brothers or sisters, and spouses of these individuals); (iii) any organization in which he or she or an immediate family member is a director, trustee or officer or has more than a 10% equity or investment interest or the right to acquire an equity or investment interest of more than 10%; (iv) any organization in which he or she or an immediate family member has a compensation arrangement and (v) any other matter determined by the Board of Directors to be a conflict of interest.  For the avoidance of doubt, service on the board of directors of another not-for-profit organization shall not constitute a conflict of interest.

Disclosure of Conflicts of Interest.  An Officer or Director of the Corporation who becomes aware of an actual or potential conflict of interest (as enumerated in Section 4(a) above) shall promptly disclose to the Secretary of the Corporation the material facts surrounding such conflict of interest, including, for the sake of clarity, any specific information concerning the terms of any contract or transaction or contemplated contract or transaction with the Corporation and the person or entity with whom such Officer or Director has the conflict of interest; provided that, in the event the Secretary becomes aware of an actual or potential conflict of interest relating to himself or herself or a member of his or her immediate family, the Secretary shall disclose the material facts surrounding such matter to the Board of Directors.  An Officer or Director of the Corporation shall disclose a conflict of interest as soon as possible after the Officer or Director learns of the conflict of interest and in every event prior to voting on or otherwise discharging his duties with respect to any matter involving the conflict which comes before the Board of Directors or any committee thereof.

Approval of Contracts and Transactions Involving Potential Conflicts of Interest.  Prior to entering into any contract, transaction or arrangement involving an actual or potential conflict of interest, each Officer or Director who participates in the control over such contract, transaction or arrangement shall first obtain the approval of the Board of Directors, or an authorized committee thereof, with respect to the contemplated contract, transaction or arrangement.  Prior to approving a contract, transaction or arrangement involving a conflict of interest, the Board of Directors or its authorized committee shall consider the material facts concerning the proposed contract, transaction or arrangement, including the process by which the decision was made to recommend entering into the contract, transaction or arrangement on the terms proposed.  The interested individual(s) may make a presentation to the Board of Directors or committee with respect to any proposed contract, transaction or arrangement, but after the presentation, such individual(s) shall leave the meeting during the discussion of, and vote on, the contract, transaction or arrangement involving the actual or potential conflict of interest.  The Board of Directors shall approve only those contracts, transactions and arrangements with terms that it determines in good faith are fair and reasonable to the Corporation and consistent with the best interests of the Corporation.  Fairness includes, but is not limited to, the concepts that (i) the Corporation should pay no more than fair market value for any goods or services that the Corporation purchases or receives and (ii) the Corporation should receive fair market value consideration for any goods or services that it sells or furnishes to others.  The Board of Directors or its authorized committee shall set forth the basis for its decision with respect to approval of contracts, transactions or arrangements involving actual or potential conflicts of interest in the minutes of the meeting at which the decision is made, including, if applicable, the basis for determining that the consideration to be paid is fair to the Corporation and any alternative contracts, transactions or arrangements considered by the Board of Directors.

Validity of Actions.  No contract, transaction or arrangement between the Corporation and one or more of its Directors, or any of the persons related to such Director or Directors as described in this section, shall be either void or voidable solely by reason of (i) the existence of an actual or potential conflict of interest; (ii) the presence of such Director(s) at the meeting of the Board of Directors, or of the committee thereof, which authorized such contract, transaction or arrangement; or (iii) the counting of such Director(s)’s votes for purposes of authorizing the contract, transaction or arrangement, provided that the material facts as to such Director(s)’s interest in such contract, transaction or arrangement and as to any such conflict of interest are disclosed in good faith or known to the Board of Directors or the committee thereof which authorized the contract, transaction or arrangement, and the Board of Directors or the committee thereof authorizes such contract, transaction or arrangement by a vote sufficient for such purpose without counting the vote or votes of such interested Director(s).  Common or interested Director(s) may be counted in determining the presence of a quorum at a meeting of the Board of Directors or committee which authorizes such contract, transaction or arrangement, although such interested Director(s)’s vote will not be counted in determining whether such contract, transaction or arrangement is authorized by the Board of Directors or respective committee.