Amended and Re-adopted July 11, 2013
The Maine Center for Public Interest Reporting provides high-quality investigative journalism to its client newspapers and media outlets. As a non-profit corporation, the Center lacks the traditional wall between news and revenues found in most for-profit news organizations. The credibility of the Center depends on establishing and maintaining a reputation for independent, non-partisan and non-ideological journalism, and readers and client media outlets must be confident that the Center’s news decisions are not influenced by its funders or board members. The Center has therefore adopted the following policies for its board members, fundraising and news staff.
• All decisions about the selection, writing and editing of the Center’s stories are the responsibility of the publisher and the news staff.
• Though reporters are free to write stories about or involving funders and/or board members, they will not show their work-in-progress to funders or board members, nor discuss the content or point of view of other stories the Center is contemplating with them.
• Before undertaking any story assignment, reporters will discuss possible conflicts of interest or other compromising circumstances with the publisher. The publisher and reporter will then decide whether to proceed with the story.
• Editorial staff members will not solicit funds for the Center from individuals or businesses that are the subject of a pending article.
• Brief biographies, a photo and contact information for members of the editorial staff will be available on the Center’s website.
• Board members have no role in the Center’s journalism except as may be specifically allowed in this policy, though they set policies that affect reporters and editors and raise money to support the Center’s work.
• Board members may suggest general topics for articles, but will not review or otherwise interact with a story-in-progress.
• Board members may be quoted in stories as long as their affiliation is noted in the story. Board members cannot be used as anonymous sources or as behind-the-scenes reviewers or editors.
• Brief current biographies of board members, including their memberships and relevant affiliations, will be available on the Center’s website.
• The Center will provide a list of donors of more than $1,000 on its website.
• The Center may accept contributions from donors whose names are not revealed to the publisher or editorial staff, but will not list as anonymous a donor whose name is known to the publisher or editorial staff.
• The Center focuses its reporting on Maine government and elections. The Center will therefore not accept contributions of $200 or more per year from state or federal legislators or candidates for legislative office, from the governor or constitutional officers or candidates for statewide office, from government officials at the commissioner level, or from others whose public office or political activities present the appearance of a conflict.
• The Center may decline any donation that may present a conflict in the opinion of the publisher or board president.
• In its dealings with donors, the Center will stress the independence of its mission and the importance of its credibility with readers and sources.
• The Center will seek a diversity of funding sources to help protect its independence and credibility.
• The Center will make no promises or offers about future stories to any potential donor; except that with the approval of the publisher, board members or editorial staff may discuss with donors topics that the Center would cover through a targeted grant or donation. The publisher and editorial staff will retain full discretion and control over the content of any such articles, and the donor shall not be permitted to review such articles in advance of publication.
• The board president, publisher and executive director will be the Center’s only authorized spokespeople with the media.
• The Center will post its Federal 990 form (excluding the list of donors), its mission, its ethics policy, and its conflict-of-interest policy on its website.
Conflict of Interest Policy
Amended and Re-adopted July 11, 2013
Article I Purpose
The purpose of the conflict of interest policy is to protect the Maine Center for Public Interest Reporting’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Maine Center for Public Interest Reporting or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Article II Definitions
1. Interested Person Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the Maine Center for Public Interest Reporting has a transaction or arrangement,
b. A compensation arrangement with the Maine Center for Public Interest Reporting or with any entity or individual with which the Maine Center for Public Interest Reporting has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Maine Center for Public Interest Reporting is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Article III Procedures
1. Duty to Disclose In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether the Maine Center for Public Interest Reporting can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy
a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Article IV Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Article V Compensation
a. A voting member of the governing board who receives compensation, directly or indirectly, from the Maine Center for Public Interest Reporting for services is precluded from voting on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Maine Center for Public Interest Reporting for services is precluded from voting on matters pertaining to that member’s compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Maine Center for Public Interest Reporting, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Article VI Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which declares any conflicts of interest and which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and d. Understands the Maine Center for Public Interest Reporting is charitable and in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.
Article VII Periodic Reviews
To ensure the Maine Center for Public Interest Reporting operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Article VIII Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Maine Center for Public Interest Reporting may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
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