The Virginia Happy Trails Running Club (VHTRC) bylaws have always have provisions that address financial transactions between members and the club. This conflict-of-interest policy is intended to amplify those bylaw provisions. The bylaw provisions take precedence over this policy if there is any conflict.
The board members and officers of the Virginia Happy Trails Running Club (VHTRC) owe a duty of loyalty to the VHTRC, which requires that in serving the VHTRC they act, not in their personal interests or in the interests of others, but rather solely in the interests of the VHTRC. Board members and officers must have undivided allegiance to VHTRC’s mission and may not use their positions, information they have about VHTRC, or VHTRC’s property, in a manner that allows them to secure a pecuniary benefit for themselves or their relatives.
The conduct of personal business between any board member or officer and VHTRC is prohibited. Business transactions of the VHTRC in which a board member or officer has an interest shall not be prohibited, but they shall be subject to close scrutiny. Such proposed transactions shall be reviewed carefully to determine that they are in the best interests of VHTRC and that they will not lead to conflict of interest. For the purposes of this policy, an board member or officer has an interest in a proposed transaction if he or she has a substantial financial interest in it, or has a substantial financial interest in any organization involved in the proposed transaction, or holds a position as trustee, director, general manager, principal officer, or employee in any such organization. Prior to the start of any negotiations, or consideration of a grant request by the VHTRC, board members and officers are expected to make full disclosure to the best of their knowledge of any dual interest in a proposed transaction by submitting a report to the President or other officer designated by the Board to handle such matters, supplying any reasons why the transaction might not be in the best interest of VHTRC. In matters requiring prior approval of the Board of Directors, the President or other officer shall forward copies of this disclosure report to the Board before its approval.
A board member or officer with a dual interest in a proposed transaction shall not vote on the matter and, depending upon the circumstances, may be excluded from any discussion of the matter.
A board member or officer shall not use inside information of the VHTRC for his or her personal benefit, or use such inside information or his or her position as board member or officer to the detriment of VHTRC. Inside information is information obtained through the person in question’s position that has not become public information.
Each board member or officer has a duty to place the interests of VHTRC foremost in any dealings involving the VHTRC and has a continuing responsibility to comply with the requirements of this Policy.
Last updated January 31, 2021