Policy No. 522-D - Conflict of Interest

1.1 It is the goal of the Research Foundation of The City University of New York (the "Research Foundation") that all of its activities shall be conducted in accordance with the highest standards of integrity and ethics and in a manner that will not reflect or appear to reflect adversely on the Research Foundation's credibility, objectivity, or fairness. Every individual to whom this Policy is applicable (each, a "Covered Individual") should maintain the highest standard of honesty and integrity and must refrain from any use whatsoever of his or her position at the Research Foundation, or the information, privileges, or influence such position may provide, when such use is motivated by, or gives the appearance that it is motivated by, the desire for private gain or advantage for the Covered Individual, or for other persons, institutions, or corporations with which he or she has family, professional, business, or financial connections. In light of these aspirational goals, this Policy sets forth the specific conduct expected of Covered Individuals.

1.2 The Research Foundation, as a not-for-profit educational corporation, administers sponsored research programs on behalf of The City University of New York and its constituent colleges ("CUNY"). The Research Foundation serves as fiscal administrator for private- and government-sponsored grants at CUNY. CUNY has its own Conflict of Interest Policy, which applies to the work carried out under those grants. CUNY also has a Conflict of Interest Committee that reviews potential conflicts and, where appropriate, issues management plans that it shares with the Research Foundation. The President of the Research Foundation is a member of the CUNY Conflict of Interest Committee. In administering those grants, the Research Foundation abides by the decisions and management plans issued by CUNY pursuant to the CUNY Conflict of Interest Policy.

As used in this Policy, the following words shall have the following meanings:

2.1 "Conflict of Interest" means either (i) a Related Party Transaction, as defined below, or (b) any direct or indirect interest, financial or otherwise, or any business or transaction or professional activity, or any obligation of any nature, which is in substantial conflict with or compromises the proper discharge of the Covered Individual's duties and responsibilities at the Research Foundation.

2.2 "Covered Individual" means an individual who is a director, officer or Key Person of the Research Foundation.

2.3 "Key Person" means any person, other than a director or officer, whether or not an employee of the Research Foundation who

1. has responsibilities, or exercises powers or influence over the Research Foundation as a whole similar to the responsibilities, powers, or influence of directors and officers;
2. manages the Research Foundation, or a segment of the Research Foundation that represents a substantial portion of the activities, assets, income, or expenses of the Research Foundation; or
3. alone or with others controls or determines a substantial portion of the Research Foundation’s capital expenditures or operating budget.

2.3.1 Key Persons of the Research Foundation include, but are not limited to:

• The President
• The Chief Operating Officer
• The Treasurer and Chief Financial Officer

2.3.2 Whether another person is in a position to exercise power and influence over the affairs of the Research Foundation similar to a director or officer depends upon all relevant facts and circumstances, including, but not limited to:

1. The person has or shares authority to control or determine a substantial portion of the Research Foundation's capital expenditures, operating budget, or compensation for employees; or
2. The person manages a discrete segment of activity of the Research Foundation that represents a substantial portion of the activities, assets, income, or expenses of the Foundation as compared to the Foundation as a whole.

2.3.3 Facts and circumstances tending to show that a person does not exercise power and influence over the affairs of the Research Foundation similar to a director or officer include, but are not limited to, the following:

1. The person is a contractor (such as an attorney, accountant, or investment manager or advisor) whose sole relationship to the Research Foundation is providing professional advice (without having decision-making authority) with respect to transactions from which the contractor will not economically benefit either directly or indirectly (aside from customary fees received for the professional advice rendered); or
2. The person does not participate in any management decisions affecting the Research Foundation as a whole or a discrete segment or activity of the Research Foundation that represents a substantial portion of the activities, assets, income, or expenses of the Research Foundation, as compared to the Research Foundation as a whole.

2.4 "Related Party" means (i) any director, officer or Key Person of the Research Foundation or any affiliate of the Research Foundation; (ii) any relative of any director, officer or Key Person of the Research Foundation or any affiliate of the Research Foundation; or (iii) any entity in which any individual described in clauses (i) and (ii) of this subparagraph has a thirty-five percent or greater ownership or beneficial interest or, in the case of a partnership or professional corporation, a direct or indirect ownership interest in excess of five percent.

2.5 "Related Party Transaction" means any transaction, agreement or any other arrangement in which a Related Party has a financial interest and in which the Research Foundation or any affiliate of the Research Foundation is a participant.

2.6 A Covered Individual has a "Substantial Financial Interest" in a transaction if the amount of the transaction (either singly or when aggregated with all related transactions) exceeds $100,000 and any of the Covered Individual, the Covered Individual's spouse, or the Covered Individual's dependent children:

2.6.1 Owns at least a five percent (5%) ownership interest in a party to the transaction, when aggregated for the Covered Individual, the Covered Individual's spouse, and the Covered Individual's dependent children; or

2.6.2 Receives salary, royalties, or other payments from a party to the transaction that, when aggregated for the Covered Individual, the Covered Individual's spouse, and the Covered Individual's dependent children over the next twelve months, are expected to equal or exceed $10,000.

Along with other types of conduct which may constitute a Conflict of Interest within the definition set forth above, it is a Conflict of Interest for a Covered Individual to:

3.1. Accept other employment that will impair his or her independence of judgment in the exercise of his or her duties or responsibilities at the Research Foundation.

3.2. Accept other employment or engage in any business or professional activity that will require him or her to disclose confidential information gained by reason of his or her position or authority at the Research Foundation.

3.3. Disclose confidential information acquired in the course of his or her duties or responsibilities at the Research Foundation, except as required by such duties or responsibilities or by law, or to use such information to further his or her personal interests.

3.4. Use or attempt to use his or her position at the Research Foundation to secure unwarranted privileges or exemptions for himself or herself or others.

3.5. Engage in any transaction as a representative or agent of the Research Foundation with any business entity in which he or she has a direct or indirect financial interest that might reasonably be expected to conflict with the proper discharge of his or her duties or responsibilities at the Research Foundation.

3.6. By his or her conduct give reasonable basis for the impression that any person can improperly influence him or her or unduly enjoy his or her favor in the performance of his or her duties or responsibilities at the Research Foundation, or that he or she is affected by the kinship, rank, position, or influence of any party or person in the performance of those duties or responsibilities.

3.7. Sell any goods or services having a value in excess of $25 to the Research Foundation, or contract for or provide such goods or services with or to any private entity where the power to contract, appoint, or retain on behalf of the private entity is exercised, directly or indirectly, by the Research Foundation, unless the relationship is fully disclosed and managed pursuant to the requirements of this Policy. This conduct shall also be considered a Conflict of Interest by a Covered Individual if performed by any firm or association of which the Covered Individual is a member, or any corporation ten percent (10%) or more of the stock of which is owned or controlled directly or indirectly by such Covered Individual.

3.8. Accept gifts of more than nominal value where the circumstances would permit the inference that (a) the gift was intended to influence the Covered Individual in the performance of his or her duties or responsibilities at the Research Foundation, or (b) the gift constituted a tip, reward, or sign of appreciation for any act by the Covered Individual in connection with those duties or responsibilities.

3.8.1 The Research Foundation's Code of Ethics - Policy 541 sets forth specific prohibitions and acceptable conduct pertaining to the acceptance of gifts by RF employees. For the avoidance of doubt, this Policy on Conflicts of Interest is intended to be harmonious, and not to conflict, with that Policy.

4.1 Upon appointment to the Board: Prior to the initial appointment of any director, such director shall complete, sign and submit to the secretary a written statement disclosing all conflicts in a form to be provided by the Foundation.

4.2 Annual Disclosure: Each director shall annually submit such a written statement disclosing all conflicts.

4.3 The secretary of the Board shall provide a copy of all completed statements to the chair of the audit committee or, if there is no audit committee at the time, to the chair of the board.

4.4 A Conflict of Interest not otherwise reported shall be promptly disclosed to the audit committee or, if there is no audit committee at the time, to the Board. Such disclosure shall be made to the president, the secretary, the chair of the audit committee or the chair of the board.

5.1 A person with a Conflict of Interest shall not be present at or participate in any Board or committee deliberation or vote on the matter giving rise to such Conflict.

5.2 No person with a Conflict of Interest shall make any attempt to influence improperly the deliberation or voting on the matter giving rise to such conflict.

5.3 The existence and resolution of the conflict shall be documented in the records of the Research Foundation, including in the minutes of any meeting at which the conflict is discussed or voted upon.

6.1 The Research Foundation shall not enter into any Related Party Transaction unless the transaction is determined by the Board to be fair, reasonable and in the best interest of the Research Foundation at the time of such determination.

6.1.1 If a Covered Individual receives payments of any kind from any account resident at the Research Foundation but controlled by a CUNY entity, or if a Covered Individual likewise receives payments under the terms and conditions of a gift, grant, or contract, then such payments shall be considered as a class to be fair, reasonable, and made in the best interests of the Research Foundation.

6.2 Any director, officer, or Key Person who has an interest in a Related Party Transaction shall promptly disclose in good faith to the Board, or an authorized committee thereof, the material facts concerning such interest.

6.3 With respect to any Related Party Transaction in which a Related Party has a Substantial Financial Interest, except payments as approved pursuant to section 6.1.1 above, the Board, or an authorized committee thereof, shall:

6.3.1 Prior to entering into the transaction, consider alternative transactions to the extent available;

6.3.2 Approve the transaction by not less than a majority vote of the directors or committee members present at the meeting; and

6.3.3 Contemporaneously document in writing the basis for the Board or authorized committee's approval, including its consideration of any alternative transactions.

6.4 In the event that the Research Foundation has entered into a Related Transaction without prior authorization outlined in 6.3, the Board, or an authorized committee thereof, may:

6.4.1 Ratify the transaction by finding in good faith that it was fair, reasonable and in the Research Foundation’s best interest at the time the Research Foundation and having considered alternative transactions;

6.4.2 Document the nature of the violation and the basis for its ratification; and

6.4.3 Put into place procedures to ensure that, going forward, the organization complies with the related party transaction advance approval procedures. 

The provisions of this policy are effective immediately.

Revised May 6, 2022