Table of Contents

Understanding conflict of interest disclosures

Max Dana Updated by Max Dana

What is a conflict of interest disclosure?

A conflict of interest disclosure is an annual statement through which a Board member or key person of an organization discloses any business interests they have with the organization or other members of the Board that may conflict with business decisions made by the Board. Conflicts of interests are not necessarily illegal, but conflicted Board members are expected to abstain from deliberation and voting on matters affected by their conflicts of interest.

When are disclosure forms collected?

This varies depending on an organization's internal practices and the preferences of their auditors. Some auditors prefer for organizations to collect conflict of interest (CoI) disclosure forms from a member's Board members and “key persons” annually at the beginning of the audit, accountant’s review, or tax filing process. This usually takes place in the two to three months following the close of the member’s fiscal year. However, other organizations may elect to collect conflict of interest disclosures forms at different times of the year. It's a good practice to check with your auditor to see what they prefer.

Who has to complete a disclosure form?

Board members

All Board members who served on the Board during the fiscal year in question must complete a disclosure form. This includes people who joined the Board and those who left the Board during the year.

Key persons

As of 2017, it is also mandatory to collect disclosures from key persons in New York State. NY State defines a key person as:

"someone who is not an officer or director and who, whether or not employed by the corporation, has responsibilities or powers similar to those of officers and directors, manages the corporation of a substantial part of its activities, assets or finances, or has a role in controlling a substantial part of its capital expenditures or budget."

If you are not sure whether anyone other than the Executive Director should be considered a key person, consult the auditor for guidance.

Note: The IRS defines Key Employee differently, and Key Employee reporting on the IRS 990 is not related to conflict of interest disclosures (conflict of interest policies/disclosures are a best practice and not a legal requirement at the Federal level). Unlike the IRS definition, the NY State definition hinges on level of control rather than compensation, and disclosures by board members and key persons are required by law.

More information: New York Charities Bureau Guidance on Conflict of Interest Policies

How did we do?

Providing annual sexual harassment prevention training and materials

Board actions for New York nonprofits