Tides Network, Tides Foundation, The Tides Center, Tides, Inc., Tides Two Rivers Fund and Tides Real Estate Holdings, LLC
At Tides we are committed to pursuing our charitable mission with the highest standards of integrity. This includes complying with applicable law as well as carrying out our activities honestly, ethically, and in a manner that avoids actual or potential conflicts of interest. We rely on all of our employees and volunteer leaders to use good judgment to avoid and disclose potential conflicts of interest.
A conflict of interest can arise any time a person making a decision on behalf of Tides has a personal interest in the outcome of that decision that may impair the person’s ability to act objectively and/or in the best interests of Tides. This Conflict of Interest Policy (this “Policy”) imposes special obligations regarding conflicts of interest on persons in a position to influence Tides’ business or financial transactions.
This Policy has been adopted by the Boards of Directors of Tides Network, Tides Foundation (on behalf of itself and Tides Real Estate Holdings, LLC), Tides Center, Tides, Inc., and Tides Two Rivers Fund (each, a “Tides Entity” and together, “Tides”). It covers the approval of transactions involving members of Tides Boards of Directors, Tides Center Advisory Boards and Tides Foundation Advisory Committees, Officers, and the Reporting Employees identified on Schedule I (each, an “Interested Person”). Schedule I will be updated from time to time by Tides’ Assistant Secretary, or such other person designated by the Board of Directors.
Application of Policy
An Interested Person has a potential “Conflict of Interest” subject to this Policy, if:
- the Interested Person is in a position to make or influence a Tides decision regarding a transaction, and
- the Interested Person or a Related Party:
- has a material direct or indirect financial interest in the outcome of the transaction; or
- has a professional responsibility to or significant personal relationship with another party to the transaction, including as a trustee, director, officer, key staff member, or other fiduciary; or
- will derive a significant personal benefit as a result of the transaction.
For the purposes of this Policy, a “Related Party” is an immediate family member of the Interested Person (i.e., a parent, sibling, in-law, child, spouse or domestic partner), or an entity in which the Interested Person or an immediate family member has a material financial interest or decision-making authority as an officer, director, trustee or employee.
An Interested Person is not deemed to have a potential Conflict of Interest subject to this Policy if the relevant transaction is part of an educational or charitable program of Tides that: (i) is approved or authorized by Tides in good faith and without unjustified favoritism, and (ii) results in a benefit to an Interested Person or Related Party because they are in the class of persons intended to be benefitted by the educational or charitable program.
Transactions that involve Conflicts of Interest are not inherently prohibited. Such a transaction is permissible if it benefits Tides, is fair and reasonable to Tides, and is approved by non-Interested Persons in an objective and informed manner.
Disclosure and Resolution Procedure
Duty to Disclose
Interested Persons must disclose any actual or potential Conflicts of Interest to safeguard independent judgment in Tides’ business decisions. Any question as to whether a Conflict of Interest exists should be resolved in favor of disclosure. Tides’ Legal, Risk and Compliance Department (“LRC”) will provide interpretation and guidance as to whether a situation constitutes a potential conflict of interest.
Conflict of Interest Statement. All Interested Persons must complete, sign, and submit the Conflict of Interest Statement attached to this Policy annually, no later than November 30 of each year, to evaluate and disclose potential conflicts. All information submitted on a Conflict of Interest Statement will be kept confidential and will not be disclosed to persons other than Tides’ Directors, Officers, counsel, and any other similarly-situated individuals who need to know such information to fulfil the process set forth herein. An Interested Person should periodically update the Conflict of Interest Statement as material facts change, as well as make verbal and/or written disclosures of potential Conflicts of Interest as they arise. An Interested Person is not required to report the ownership of stock in a publicly traded corporation in an amount less than 1% of the corporation’s total outstanding stock.
All Interested Persons must fully disclose potential and actual Conflicts of Interest on the Conflict of Interest Statement and when they arise.
Procedure to Resolve Conflict of Interest
Conflicts of Interest will be resolved as described below, depending on the Tides Entity for which they arise. Potential Conflicts of Interest may be referred to Human Resources (“HR”) and/or LRC to assist with review and resolution consistent with this Policy.
Tides Center. Conflicts of Interest involving a Tides Center Reporting Employee, donor, or Advisory Board Member will be resolved by the Advisory Board consistent with the principles described herein, and must be disclosed to the project’s Tides Advisor. In addition, Conflicts of Interest involving an Advisory Board Member or related to transactions approved by the Advisory Board must follow the procedures for Tides Entity Boards and Officers outlined below.
Tides Foundation. Conflicts of Interest involving a donor, donor advisor, committee, or any person(s) with the authority to influence a recommendation of the fund must be disclosed to the project’s Tides Advisor and, in the case of a collective action fund advisory committee, to the committee. Conflicts of Interest relating to a contract or other compensatory relationship must be referred to LRC.
Tides Network Staff. Conflicts of Interest involving a Reporting Employee must be disclosed to such person’s supervisor, and may be referred to LRC and/or HR for resolution. Conflicts of Interest involving a Reporting Employee who is also an Officer must be disclosed as described below.
Tides Entity Boards and Officers. Conflicts of Interest involving a member of a Tides Entity Board of Directors or an Officer must be disclosed to the Board of Directors of the relevant Tides Entity. Resolution of such a Conflict of Interest must include the following:
- The Conflict of Interest and all material facts related to it must be fully disclosed to the Board prior to consideration of the proposed transaction.
- A Director determined to have a conflict of interest may be counted in determining the presence of a quorum at a meeting of the Board that authorizes, approves, or ratifies a particular transaction, but the Interested Person may not vote on the transaction. Any action taken must be approved by at least a majority of the quorum required for the meeting.
- The Interested Person, if requested to do so by the Chair of the Board, may provide additional factual information regarding the affected transaction, but may not participate in or attempt to influence deliberation and voting. Any such Interested Person must be excused from the meeting prior to deliberation, and may not return until deliberation and voting on the matter have been concluded. If the Interested Person is the Chair, they may not preside over the meeting at any time in which the affected transaction is under consideration, at which time the meeting will be conducted as specified under the Bylaws or similar organizational procedures as though the Chair were absent.
The Board may authorize or approve the transaction in good faith by a vote of a majority of the Directors then in office without the vote of the Interested Person(s), and with knowledge of the material facts concerning the transaction and the Director’s or member’s interest in the transaction, if, and only if, the following findings are made:
- The transaction is entered into for the benefit of Tides;
- The transaction is fair and reasonable as to Tides at the time Tides enters into the transaction; and
- The Board in good faith determines, after reasonable investigation, that Tides could not obtain a more advantageous arrangement with reasonable effort under the circumstances.
To supplement the determination, the Board will establish reasonable procedures such as competitive bids, comparability surveys, or similar due diligence processes to ensure that Tides is receiving fair value in a transaction.
A Tides Entity Board or Advisory Board that has considered a potential Conflict of Interest will prepare minutes, and review and approve such minutes at the next meeting, that include:
The name of the person who disclosed a potential Conflict of Interest and its nature.
The Board’s deliberation and vote to determine whether a Conflict of Interest existed, including the names of Directors present and their recorded vote, and confirmation that the disclosing person was not present during the Board’s deliberation and vote.
The Board’s deliberation and vote on the transaction, including the names of the Directors present and their recorded vote, confirmation that any person determined by the Board to have a Conflict of Interest was not present for the deliberation and vote, and a description of the due diligence process including any alternatives considered.
In the case of a Reporting Employee, the Reporting Employee’s supervisor must document the nature of the conflict, the decision reached, and the due diligence process associated with the decision.
Certain transactions are considered inherently conflicted and are not permitted by Tides. These are:
- Loans. Tides shall not make any loan of money or property to or guarantee the obligation of any Director or Officer, unless approved by the Attorney General of the State of California; provided, however, that:
- Tides may advance money to a Director or Officer for expenses reasonably anticipated to be incurred in the performance of the duties of such Director or Officer, provided that in the absence of such advance such Director or Officer would be entitled to be reimbursed for such expenses by Tides; and
- Tides many make a loan to an Officer that is also an employee of Tides for purposes of securing a principal residence, where the Board judges the loan is necessary to provide financing for the purchase of the Officer’s principal residence to secure the services or continued services of the Officer, and the loan is secured by real property located in the State of California.
- Gifts. No gift of cash may be accepted by an Interested Person from any individual or business entity which proposes to or does transact business with Tides.
Evaluation and Enforcement
The relevant Tides Entity Board or, in the case of Tides Center Advisory Boards, Tides Foundation Committees, and Reporting Employees who are not also Officers, the General Counsel, will exercise discretion in determining whether the activities of Interested Persons are prohibited under this Policy, as well as whether the proposed action to address the conflict is sufficient.
Failure to Adhere to Policy
Tides relies upon each Interested Person’s integrity and expects adherence to the obligations set forth in this Policy. Failure to conform one’s conduct to the conditions in this Policy may result in removal from the Board or Advisory Board/Committee or, in the case of Officers or Reporting Employees, dismissal from employment.
Amendments to Policy
The Board of Directors of each Tides entity must approve material changes to this Policy. The General Counsel may, from time to time, (i) take necessary steps to clarify implementing procedures to enhance the effectiveness of this Policy; (ii) take reasonable steps consistent with applicable law to enhance compliance with the Policy; and (iii) update the Conflict of Interest Statement, in each case, without Board approval.
Employees at the Executive and Director levels
Employees serving on the advisory committees of internal collective action or similar funds
Strategic Partnerships Advisors and Senior Advisors