Terms of Use

 Unless otherwise noted, the material is presented free of charge. The material presented here represents our opinions only and any advice is simply our opinion. You are responsible for what you do with this advice and the consequences of your actions. When noted, materials are copyrighted by the Northwest Food Processors Innovation Productivity Center.

By using this site, you signify your agreement to all terms, conditions, and notices contained or referenced herein (the "Conditions of Use"). If you do not agree to these Conditions of Use, please do not use this site. We reserve the right, at our discretion, to update or revise these Conditions of Use. Please check the Conditions periodically for changes. Your continued use of this site following the posting of any changes to the Conditions of Use constitutes acceptance of those changes.

By posting messages, uploading files, inputting data, or engaging in any other form of communication through this service, you are granting the Northwest Food Processors Innovation Productivity Center a royalty-free, perpetual, non-exclusive, unrestricted, worldwide license to:

• Use, copy, sublicense, adapt, transmit, publicly perform or display any such communication.
• Sublicense to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to the communication.

The foregoing grants shall include the right to exploit any proprietary rights in such communication, including but not limited to rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction.

Disclaimer
The Northwest Food Processors Innovation Productivity Center has provided links and pointers to Internet sites maintained by third parties. The Northwest Food Processors Innovation Productivity Center does not operate or control in any respect any information, products or services on these third-party sites. The materials in this site and the third-party sites are provided "as is" and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, the Northwest Food Processors Innovation Productivity Center disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.

The Northwest Food Processors Innovation Productivity Center does not warrant that the functions contained in the materials will be uninterrupted or error-free, that defects will be corrected, or that this site, including bulletin boards, or the server that makes it available, are free of viruses or other harmful components. The Northwest Food Processors Innovation Productivity Center does not warrant or make any representations regarding the use or the results of the use of the materials in this site or in third-party sites in terms of their correctness, accuracy, timeliness, reliability, or otherwise. You (and not the Northwest Food Processors Innovation Productivity Center) assume the entire cost of all necessary maintenance, repair, or correction.

This site may provide links to other sites on the Internet. These sites may contain information or material that some people may find inappropriate or offensive. These other sites are not under the control of the Northwest Food Processors Innovation Productivity Center, and you acknowledge that the Northwest Food Processors Innovation Productivity Center is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites. The inclusion of such a link does not imply endorsement of the site by the Northwest Food Processors Innovation Productivity Center or any association with its operators.

Bulletin Boards
This service may include bulletin boards and chat rooms ("bulletin boards") which allow feedback to the Northwest Food Processors Innovation Productivity Center and real-time interaction between users. The Northwest Food Processors Innovation Productivity Center does not control the messages, information, or files delivered to bulletin boards. It is a condition of your use of the bulletin boards and this web site that you do not:

• Restrict or inhibit any other user from using and enjoying the bulletin boards.
• Post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane, or indecent information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law.
• Post or transmit any information, software or other material which violates or infringes upon the rights of others, including material which is an invasion of privacy or publicity rights or which is protected by copyright, trademark or other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or right holder.
• Post or transmit any information, software or other material which contains a virus or other harmful component.
• Post, transmit, or in any way exploit any information, software or other material for commercial purposes, or which contains advertising.

You understand that the Northwest Food Processors Innovation Productivity Center has no obligation to monitor the bulletin boards. However, the Northwest Food Processors Innovation Productivity Center reserves the right at all times to disclose any information as necessary to satisfy the law, regulation, or government request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, that in the Northwest Food Processors Innovation Productivity Center's sole discretion are objectionable or in violation of these terms and conditions.

Limitation of Liability
Under no circumstances, including, but not limited to, negligence, shall the Northwest Food Processors Innovation Productivity Center be liable for any direct, indirect, incidental, special or consequential damages that result from the use of, or the inability to use these materials. You specifically acknowledge and agree that the Northwest Food Processors Innovation Productivity Center is not liable for any defamatory, offensive or illegal conduct of any user. If you are dissatisfied with any of the material on this web site, or with any of these terms and conditions, your sole and exclusive remedy is to discontinue using this site.

Termination
This agreement is effective until terminated by the Northwest Food Processors Innovation Productivity Center, at any time without notice. In the event of termination, you are no longer authorized to access the bulletin boards and the restrictions imposed on you with respect to material downloaded from the bulletin boards, the disclaimers and limitations of liabilities set forth in this agreement, shall survive.

Applicable Law
This agreement shall be governed by and construed in accordance with the laws of the State of Oregon without giving effect to any principles or conflicts of law. If any provision of this agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

Conflict of Interest Policy

The purpose of the Conflict of Interest Policy is to protect this Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation or might result in a possible excess benefit transaction.  This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

1.    Interested Person.  Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2.    Financial Interest.  A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a.    An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement,
b.    A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or
c.    A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest.  Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

1.    Duty to Disclose.  In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2.    Determining Whether a Conflict of Interest Exists.   After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon.  The remaining board or committee members shall decide if a conflict of interest exists.

3.    Procedures for Addressing the Conflict of Interest.

a.    An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and vote on, the transaction or arrangement involving the possible conflict of interest.

b.    The chair of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c.    After exercising due diligence, the governing board or committee shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d.    If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest,  the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable.  In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

4.    Violations of the Conflicts of Interest Policy.

a.    If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

b.    If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

1.    The minutes of the governing board and all committees with board delegated powers shall contain:

a.    The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

b.    The names of the persons who were present for discussion and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

1.    A voting member of the governing board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.
2.    A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.
3.    No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Each director, principal officer and member of a committee with governing board delegated powers shall sign a statement which affirms such person:

a.    Has received a copy of the conflicts of interest policy,

b.    Has read and understands the policy,

c.    Has agreed to comply with the policy, and

d.    Understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted.  The periodic reviews shall, at a minimum, include the following subjects:

a.    Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

b.    Whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

When conducting the periodic reviews as provided for in Article VII, the Corporation may, but need not, use outside advisors.  If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.


DATE ADOPTED:  ___October 4, 2007_____