The public purpose and tax-exempt status of charitable organizations imposes a special obligation to maintain the public trust. Trustees, expert committee and advisory board members, and senior staff must conduct Open Society Foundations affairs in the best interests of the Foundations; avoid conflict or the appearance of conflict between their personal interests and those of the Open Society Foundations; and ensure that they do not receive improper personal benefit from their positions.
Accordingly, the Board of Trustees has adopted the following procedures to govern the Foundations’ decision-making processes. Trustees, officers, staff, and others who exercise managerial control are also subject to legal prohibitions against self-dealing set forth in the Internal Revenue Code and described more fully in a Summary of relevant State and Federal Law available from the Office of the General Counsel. Moreover, trustees, experts, advisors, and staff of any level are subject to the gift policy set forth below.
Procedures and Definitions
- Trustees shall disclose to the board their interest, as defined below, with respect to a transaction the board is considering. Such transactions include both grants and contracts. The disclosure of an interest may be made orally or in writing. A trustee has an interest if the trustee or, to the trustee's knowledge, the trustee’s family member (including parent, grandparent, spouse, sibling, child, grandchild, niece, or nephew), or close business associate (i) is employed by and receives significant compensation from, or (ii) holds a fiduciary, significant shareholder, or senior position with, any entity or person with which the Open Society Foundations is considering a transaction. Unless the board requests their presence, trustees with interests shall recuse themselves from the board’s consideration of the relevant transaction. In no event shall trustees vote on transactions in which they have a financial interest. The nature of the interest and the individual’s recusal, or board determination not to recuse, shall be recorded in the appropriate minutes. In addition, the board expects trustees to disclose close friendships with (a) any person with whom the Foundations are considering a transaction, and (b) any person who has a significant position in an entity with which the Foundations are considering a transaction.
- Members of expert or advisory boards and committees, and senior staff (president, vice presidents, department heads, program directors, regional directors, deputy directors, and associate directors) shall disclose to the president (or president’s designee), orally or in writing, any interest as defined above in (A), and shall, unless the president (or president’s designee) determines otherwise, recuse her- or himself from the decision-making process. The procedures set forth in the preceding sentence shall also apply to any trustee with an interest in a transaction being considered by the Open Society Foundations below the board level. The nature of the interest and the individual’s recusal, or the president’s determination not to require recusal, shall be memorialized in writing. In addition, the persons listed in the first sentence of this paragraph shall disclose close friendships with (a) any person with whom the Foundations are considering a transaction, and (b) any person who has a significant position in an entity with which the Foundations are considering a transaction.
- No trustee, expert or advisory board or committee member, or staff member shall accept payments for expenses associated with Open Society Foundations-related travel, meals, or other professional activity from actual or potential grantees or suppliers of the Foundations. No person listed in the previous sentence shall accept a gratuitous payment or article of monetary value from actual or potential grantees or suppliers of the Foundations, except (a) gifts presented to the Open Society Foundations where the recipient is representing the Foundations and thereafter presents the gift to the Foundations, or (b) gifts that are motivated solely by a family or personal relationship, but are in no way connected with the recipient’s official Open Society Foundations duties. In general, a recipient should make every effort to decline to accept gifts on behalf of the Open Society Foundations, but in cases where it would be considered ungracious to do so, should make clear that the gift is being accepted on behalf of, and will be given to, the Foundations.