Conflict of Interest Policy
A. An "Interested Person" shall be any director or officer who has a direct or indirect
financial interest in a transaction, as defined below.
B. A person has a "financial Interest” if the person has, directly or indirectly, through
business, investment, or family:
1. An ownership or investment interest in any entity with which the Corporation has
a transaction or arrangement;
2. A compensation arrangement with the Corporation or with any entity or
individual with which the Corporation has a transaction or arrangement; or
3. A potential ownership or investment interest in, or compensation arrangement
with, any entity or individual with which the Corporation is negotiating a transaction or
A. 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 considering the proposed transaction or
B. 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 or
she shall leave the board meeting while the determination of a conflict of interest is discussed
and voted upon.
C. Procedures for Addressing the conflict of interest.
1. An interested person may make a presentation at the board meeting, but after the
presentation, he or she shall leave the meeting during the discussion of and the vote on the
transaction or arrangement involving the possible conflict of interest.
2. The board shall appoint a disinterested person or committee to investigate
alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the board 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.
4. If a more advantageous transaction or arrangement is not reasonably possible
under circumstances not producing a conflict of interest, the board shall determine by a 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
D. Violations of the Conflict of interest policy.
1. If the board 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.
2. If, after hearing the member’s response and after making further investigation as
warranted by the circumstances, the board determines the member has 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 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 board’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 contents of the discussion, including any alternatives to the
proposed transaction or arrangement, and a record of any votes taken in connection with the
A. A voting member of the board who receives compensation, directly or indirectly,
from the Corporation for services is precluded from voting on matters pertaining to that
B. No voting member of the board who receives compensation, directly or indirectly,
from the Corporation,, either individually or collectively, is prohibited from providing
information to the board regarding compensation.
Statement of compliance
Each director and officer of the Corporation shall sign a statement which affirms that
A. Has received a copy of this conflict of interest policy;
B. Has read and understands the policy;
C. Has agreed to comply with the policy; and
D. Understands that the Corporation is a charitable corporation and in order to
maintain its federal tax exemption 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, the Corporation shall
conduct periodic reviews including at a minimum:
A. Whether compensation arrangements and benefits, if any, are reasonable, based
on competent survey information and the result of arm’s length bargaining, provided, however,
that if there are no compensation agreements, the Corporation shall have no obligation to
conduct such a review.
B. Whether partnerships, joint ventures and arrangements with management
organizations, if any, 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, provided,
however, that if there are no partnerships, joint ventures and arrangements with management
organizations, the Corporation shall have no obligation to conduct such a review.
2. RESOLVED, that this Action by Unanimous Written Consent may be executed in
counterparts, and that faxed signatures shall be as valid as original signatures, and that this
Action shall be binding upon the signature of the last director.
Statement of Compliance
1. The undersigned have receive a copy of the conflict of interest policy.
2. The undersigned have read and understand the policy.
3. The undersigned have agreed to comply with the policy.
4. The undersigned understand that 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