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University at Buffalo Rugby Alumni Association
Conflict of Interest Policy

Adopted by the Board of Directors (the “Board”) on June 3, 2025

 

I.    Overview

1.    Purpose 
The purpose of this Conflict of Interest Policy (the “policy”) is to protect the UBRAA’s interests when it is considering taking an action or entering into a transaction that might benefit the private interests of a director, officer or key person1, result in the payment of excessive compensation to a director, officer or key person; or otherwise violate state and federal laws governing conflicts of interest applicable to nonprofit, charitable organizations. 

2.    Necessity of the Policy
As a nonprofit, charitable organization, the UBRAA is accountable to both government agencies and members of the public for responsible and proper use of its resources. Directors, officers and employees have a duty to act in the UBRAA’s best interests and may not use their positions for their own financial or personal benefit.

Conflicts of interest must be taken very seriously since they can damage the UBRAA’s reputation and expose both the UBRAA and affiliated individuals to legal liability if not handled appropriately. Even the appearance of a conflict of interest should be avoided, as it could undermine public support for the UBRAA.

3.    Applicability of the Policy
This policy applies to all directors, officers and key persons (“you”).  

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II.    Identifying Conflicts of Interest

1.    What is a conflict of interest? 
A potential conflict of interest arises when a director, officer or key person, or that person’s relative  or business (a) stands to gain a financial benefit from an action the UBRAA takes or a transaction into which the UBRAA enters; or (b) has another interest that impairs, or could be seen to impair, the independence or objectivity of the director, officer or key person in discharging their duties to the UBRAA.  

2.    Examples of potential conflicts of interest
It is impossible to list all the possible circumstances that could present conflicts of interest. Potential conflicts of interest include situations in which a director, officer or key person or that person’s relative or business: 

  • has an ownership or investment interest in any third party that the UBRAA deals with or is considering dealing with; 

  • serves on the board of, participates in the management of, or is otherwise employed by or volunteers with any third party that the UBRAA deals with or is considering dealing with; 

  • receives or may receive compensation or other benefits in connection with a transaction into which the UBRAA enters; 

  • receives or may receive personal gifts or loans from third parties dealing with the UBRAA;

  • serves on the board of directors of another nonprofit organization that is competing with the UBRAA for a grant or contract; 

  • has a close personal or business relationship with a participant in a transaction being considered by the UBRAA;

  • would like to pursue a transaction being considered by the UBRAA for their personal benefit. 

3.    In situations where you are uncertain, err on the side of caution and disclose the potential conflict as set forth in Section III of this policy. 

4.    A potential conflict is not necessarily a conflict of interest. A person has a conflict of interest only if the Board decides, pursuant to Section IV of this policy, that a conflict of interest exists.

 

III.    Disclosing Potential Conflicts of Interest

1.    You must disclose to the best of your knowledge all potential conflicts of interest as soon as you become aware of them and always before any actions involving the potential conflict are taken.  Submit a signed, written statement disclosing all the material facts to the President of the Board . 

2.    You must file an annual disclosure statement in the form attached to this policy. If you are a director, you must also file this statement prior to your initial election.  Submit the form to the President of the Board. 

 

IV.    Determining Whether a Conflict of Interest Exists

1.    After there has been disclosure of a potential conflict and after gathering any relevant information from the concerned director, officer or key person, the Board shall determine whether there is a conflict of interest. The director, officer or key person shall not be present for deliberation or vote on the matter and must not attempt to influence improperly the determination of whether a conflict of interest exists. 

2.    In determining whether a conflict of interest exists, the Board shall consider whether the potential conflict of interest would cause a transaction entered into by the UBRAA to raise questions of bias, inappropriate use of the UBRAA’s assets, or any other impropriety.  

3.    A conflict always exists in the case of a related party transaction – a transaction, agreement or other arrangement in which a related party  has a financial interest and in which the UBRAA or any affiliate of the UBRAA is a participant.  

4.    If the Board determines that there is a conflict of interest, it shall address the conflict of interest pursuant to the procedures outlined in Section V of this policy.

 

V.    Procedures for Addressing a Conflict of Interest 

1.    When a matter involving a conflict of interest comes before the Board, the Board may seek information from the director, officer or key person with the conflict prior to beginning deliberation and reaching a decision on the matter.  However, a conflicted person shall not be present during the discussion or vote on the matter and must not attempt to influence improperly the deliberation or vote.

2.    Additional Procedures for Addressing Related Party Transactions
a.  The UBRAA may not enter into a related party transaction unless, after good faith disclosure of the material facts by the director, officer or key person, the Board determines that the transaction is fair, reasonable and in the UBRAA’s best interest at the time of such determination. 

b.  If the related party has a substantial financial interest, the Board shall:

 i. prior to entering into the transaction, consider alternative transactions to the extent available;

ii. approve the transaction by a vote of not less than a majority of the directors present at the meeting; and

iii. contemporaneously document in writing the basis for its approval, including its consideration of any alternative transactions.

 

VI.    Minutes and Documentation 

The minutes of any board meeting at which a matter involving a conflict of interest or potential conflict of interest was discussed or voted upon shall include: 

a.    the name of the interested party and the nature of the interest;

b.    the decision as to whether the interest presented a conflict of interest;

c.    any alternatives to a proposed contract or transaction considered by the Board; and 

d.    if the transaction was approved, the basis for the approval.

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VII.    Prohibited Acts

The UBRAA shall not make a loan to any director or officer.

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Terms & Definitions
Key person means a person, other than a director or officer, whether or not an employee of the UBRAA, who: 
a)    has responsibilities, or exercises powers or influence over the UBRAA as a whole similar to the responsibilities, powers, or influence of directors and officers; 
b)    manages the UBRAA, or a segment of the UBRAA that represents a substantial portion of the activities, assets, income, or expenses of the UBRAA; or 
c)    alone or with others controls or determines a substantial portion of the UBRAA’s capital expenditures or operating budget.

 

Relative means a person’s spouse or domestic partner, ancestors, brothers and sisters (whether whole or half- blood), children (whether natural or adopted), grandchildren, great-grandchildren, and spouses or domestic partners of brothers, sisters, children, grandchildren and great-grandchildren. 

 

If the President of the Board is the person disclosing the conflict of interest, the disclosure should be made to the Vice President and all procedures in this this policy usually conducted by the President of the Board will be conducted by the Vice President.

 

A related party is:
1.    a director, officer or key person of the UBRAA or any affiliate of the UBRAA, or
2.    a relative of any individual described in (1), or
3.    an entity in which any individual described in (1) or (2) has an ownership or beneficial interest of 35% or more, or in the case of a partnership or professional Corporation, a direct or indirect ownership interest in excess of 5%.

 

A transaction is not a related party transaction if: 
1.    the transaction, or the related party’s financial interest in the transaction, is de minimis;
2.    the transaction would not customarily be reviewed by the board or the boards of similar organizations in the ordinary course of business and is available to others on the same or similar terms;
3.    the transaction constitutes a benefit provided to a related party solely as a member of a class of the beneficiaries that the UBRAA intends to benefit as part of the accomplishment of its mission (and that benefit is available to all similarly situated members of the same class on the same terms).​

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