CONFLICT OF INTEREST POLICY  Article 1 Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization 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.

Article II Definitions

  1. Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who have a direct or indirect financial interest, as defined below, is an interested person.
  1. 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 Organization has a transaction or arrangement,
          b. A compensation arrangement with the Organization or with any entity or individual with which the Organization                  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 Organization 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.

Article III Procedures

  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.

 

  1. Determine 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.

 

  1. 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 the vote on, the transaction or arrangement involving the possible conflict of interest.
 
 b. The chairperson 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 Organization 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 Organization’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.

 

  1. 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.

Article IV Records of Proceedings         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 discussions 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.

Article V Compensation

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

Article VI Annual Statements

           Each director, principal officer and member of a committee with governing board delegated powers shall annually             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 Organization 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.

Article VII Periodic Reviews

           To ensure the Organization 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                         Organization’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.

Article VIII Use of Outside Experts

           When conducting the periodic reviews as provided for in Article VII, the Organization 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.