The Miami News Trust and Coconut Grove Spotlight (“the Trust”) commits to maintaining the highest standards of ethical conduct and ensuring that its deliberations and decisions are made solely in the interest of promoting quality journalism that serves the local communities. This Conflict of Interest Policy strives to (i) protect the interests of the Trust when it considers any transaction, contract, or arrangement that might benefit or be perceived to benefit the private interest of a person affiliated with the Trust, and (ii) to ensure that the Trust’s decisions are made in the best interest of the organization and its nonprofit mission.
Duty to the Miami News Trust: Each Miami News Trust Representative, including directors, advisory board members, financial advisors, legal counsel, and employees, owes a duty to the Trust to advance its legitimate interests and mission when the opportunity arises. Miami News Trust Representatives must give undivided allegiance when making decisions affecting the organization and must be faithful to the Trust’s nonprofit mission, ensuring that their actions are consistent with the central goals of the organization and its nonprofit status.
Gifts: No Miami News Trust Representative shall personally accept gifts or favors that could compromise their loyalty to the Trust. Any gifts or benefits personally accepted from a party having a material interest in the outcome of the Trust or its employees should be merely incidental to the Miami News Trust Representative’s role and should not be of substantial value. Any gift with a value of $250 or more, or any gifts with a cumulative value in excess of $250 received by a Miami News Trust Representative in any twelve-month period from a single source, shall be considered substantial. Cash payments may not be accepted and no gifts should be accepted if there are strings attached, such as an expectation of support or opposition to the outcome or content of any Trust publication.
Conflicts of Interest: The following are examples of conflicts of interest that must be promptly disclosed to the Miami News Trust Board of Directors:
- Any real or apparent conflict of interest between a donor or the subject of a Trust publication or report and a Miami News Trust Representative.
- A Miami News Trust Representative’s ownership of an equity interest in a person or entity that is or will be the subject of a Trust publication or report.
- Failure to disclose to the Trust all relationships between the subject of any Trust publication or report and any Miami News Trust Representative or close relatives of the Miami News Trust Representative.
Conflict Procedure: When a Miami News Trust Representative or a party related to a Miami News Trust Representative has an interest in any contract, action, or transaction to be entered into with the Trust, a conflict of interest or potential conflict of interest exists. The interested Miami News Trust Representative must promptly advise the Board of Directors, providing the material facts regarding the relationship or interest.
The Board of Directors may authorize a committee appointed pursuant to the Trust’s bylaws to act in lieu of the Board in determining whether an action, contract, or transaction is fair to the Trust. The Board or the committee, as applicable, will ensure that the conflict of interest is placed on the agenda for the next meeting, and reasonable efforts will be made to provide the material facts to the directors prior to the meeting.
At the meeting, the Board or the committee will invite all parties to the conflict of interest to attend, make presentations, and answer questions. The Board or the committee must decide, in good faith and with reasonable justification, whether the action, contract, or transaction would be in the best interest of the Trust and fair to the Trust as of 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 or the committee will maintain a written account of the proceedings and incorporate it into the meeting minutes, which will be presented for approval at the next Board meeting and maintained in the corporate record book.
If the conflict of interest is continuing, the notice, discussion, and vote will be repeated on an annual basis.
Personal Loans: The Miami News Trust may not loan to, or guarantee the personal obligations of, any Miami News Trust Representative.
By adhering to this Conflict of Interest Policy, the Miami News Trust ensures that its decisions and actions are made solely in the interest of promoting quality journalism and serving the local communities, without being influenced by the private interests of its affiliated individuals.
