Conflict of Interest Policy

The Lakeville Journal and The Millerton News follow a financial conflict of interest policy to ensure that the organization’s decisions are made solely in the interest of promoting the quality of our journalism, and to protect the interests of key employees, members of the Board of Directors, financial advisors, and legal counsel (“representatives”) when the organization considers any transaction, contract, or arrangement that might benefit or be perceived to benefit the private interest of a person affiliated with a board member or key employee. The policy includes the following:

  • Each representative must be faithful to our nonprofit mission not permitted to act in a way that is inconsistent with the central goals of the organization and its nonprofit status.
  • Representatives cannot accept gifts or favors, either above $250 a year in value, or that could compromise loyalty to the publications, or personally accept gifts from a party having a material interest in the outcome of the organizations’ actions. Cash payments may not be accepted, and no gifts should be accepted if there are strings attached.
  • The organization may not loan to, or guarantee the personal obligations of, any representative.

The following are examples of conflicts of interest which must be promptly disclosed to the Board of Directors:

  • A real or apparent conflict of interest between a representative and donor, or a representative and the subject of a Lakeville Journal or Millerton News.
  • A representative’s ownership of an equity interest in a person or entity that is or will be the subject of report.
  • The failure to disclose relationships between the subject of any publication or report and any representative or close relatives of the representative.

Conflict Procedure:

  • If a representative or party related to a representative has an interest in any contract, action or transaction of the organization, a conflict of interest or potential conflict of interest exists.
  • Any representative having knowledge that such a conflict of interest exists, or may exist, will advise the Board of Directors promptly, and include the material facts as to the relationship or interest in the entity proposing to enter into a contract, action or transaction with the organization.
  • The Board of Directors may authorize any committee appointed pursuant to the by-laws to act in lieu of the Board of Directors in determining whether an action, contract or transaction is appropriate.
  • At any time that a conflict of interest or potential conflict of interest is identified, the President of the Board, or a Chair of the applicable Committee, will ensure that the conflict is placed on the agenda for the next meeting of the Board or the Committee, and will send a description of the conflict of interest matter to be discussed. By notice before the meeting or at the meeting, the Directors on the board or the Committee, will be advised that a vote will be taken at the meeting and that, in order to authorize the relevant contract, action or transaction, an affirmative vote of a majority of disinterested directors present at the meeting at which a quorum is present will be required and will be sufficient.
  • Reasonable effort will be made to share the material facts concerning the relationships between the individuals and the organization which create the conflict prior to the meeting to enable the directors to arrive at the meeting prepared to discuss the issue.
  • The Board of Directors or the Committee will invite all parties to the conflict of interest to attend the meeting, and to make presentations and to be prepared to answer questions, if necessary. The Board or the Committee will also invite outside experts if necessary.
  • At the meeting, provided a quorum is present, the conflict will be discussed to ensure that the attendees are aware of the issues and the factors involved. The interested directors may be counted for purposes of a quorum, even though they may not take part in any vote on the issues.
  • The Board of Directors or the Committee, as applicable, must decide, in good faith, and reasonably justified by the material facts, whether the action, contract or transaction would be in the best interest of the organization at the time it is authorized or approved. All interested directors must abstain from voting and, if necessary, leave the room when the vote is taken.
  • The Board of Directors or the Committee, as applicable, will maintain a written account of all that transpires at the meeting and incorporate such account into the minutes of the meeting and disseminate it to the full Board of Directors. Such minutes will be presented for approval at the next meeting of the Board.
  • To the extent that the conflict of interest is ongoing and the contract, action or transaction goes beyond one year, the foregoing notice and discussion and vote will be repeated on an annual basis.