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Conflict of Interest Policy
Purpose
The purpose of the conflict of interest policy is to protect the Foundation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or trustee of the Foundation. This policy is intended to supplement but not replace any applicable laws governing conflicts of interest applicable to nonprofit and charitable corporations.
Definitions
Interested Person
Any director, officer, or member of a committee who has a direct or indirect financial interest, as defined below, is an interested person.
Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment or family one or more of the following:
an ownership or investment interest in any entity with which the Foundation has a transaction or arrangement, or
a compensation arrangement with the Foundation or with any entity or individual with which the Foundation has a transaction or arrangement, or
a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Foundation is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature. A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate board or committee decides that a conflict of interest exists.
Procedures
Duty to disclose
In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial interest and all material facts to the trustees or committee members considering the proposed transaction.
Procedures for Addressing the Conflict of Interest
An interested person may make a presentation at a board or committee meeting. After such presentation, he/she shall leave the meeting during the discussion and the vote on the transaction or arrangement.
The chairperson of the board or committee shall appoint a disinterested person to investigate alternatives to the proposed transaction or arrangement.
If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to conflict of interest, the board or committee shall determine by a majority vote of the disinterested trustees whether the transaction is in the Foundation's best interest and for its own benefit and whether the transaction is fair and reasonable to the Foundation, and shall make its decision as to whether to enter into the transaction.
Violations of the Conflicts of Interest Policy
If the board or committee has reasonable cause to believe that 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.
If, after hearing the response of the member and making further investigation, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Records of Proceedings
The minutes of the board and all committees with board-delegated powers shall contain:
the names of 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 board's or committee's decision as to whether a conflict of interest existed; and
the names of persons present for discussions and votes relating to the transaction, a summary of the content of the discussion, and a record of any votes taken.
Periodic Reviews
To ensure that the Foundation operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews of any conflicts of interest shall be conducted by the Executive Director and reported to the Board.
If outside advisors are used, their use shall not relieve the board of its responsibility for ensuring that such periodic reviews are conducted.
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