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Reaching a Deal


Doing What's Best, Doing What's Right

The purpose of the Conflict of Interest policy is to protect the Organization's interest
when it is contemplating entering into a transaction or arrangement that might benefit the private
interest of one of its officers or directors, or that might otherwise 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
corporations/organizations and is not intended as an exclusive statement of responsibilities.

Restriction on Interested Directors
Not more than 100% (percent) of the persons serving on the Board of Directors at any time may
be interested persons. An interested person is (1) any person currently being compensated by
the Organization for services rendered to it within the previous twelve (12) months,
whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any
reasonable compensation paid to a director; and (2) any brother, sister, parent, ancestor,
descendant, spouse, brother-in-law, sister-in-law, son-in-law, mother-in-law, or father-in-law of
any such person. However, any violation of the provisions of this section shall not affect the
validity or enforceability of any transaction entered into by the interested person.
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 who are considering the proposed transaction or arrangement.
Establishing a Conflict of Interest
After the disclosure of the financial interest and all material facts, and after any discussion with
the interested person, the interested person shall leave the Board meeting while the potential
conflict of interest is discussed and voted upon. The remaining Board members shall decide if a
conflict of interest exists.
Addressing a Conflict of Interest
In the event that the Board should establish that a proposed transaction or arrangement
establishes a conflict of interest, the Board shall then proceed with the following actions:
a) Any interested person may render a request or report at the Board meeting, but upon
completion of said request or report the individual shall be excused while the Board
discusses the information and/or material presented and then votes on the transaction or
arrangement proposed involving the possible conflict of interest.
b) The Chair of the Board of the Board shall, if deemed necessary and appropriate, appoint a
disinterested person or committee to investigate alternatives to the proposed transaction
or arrangement.
c) After exercising due diligence, the Board 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
d) 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 majority
vote of the disinterested directors whether the transaction or arrangement is in the best
interest of the Organization, for its own benefit, and whether it is fair and
reasonable. It shall make its decision as to whether to enter into the transaction
arrangement in conformity with this determination.
Violations of Conflict of Interest Policy
Should the Board have reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, the Board shall then inform the interested person of the
basis for such belief and afford the interested person an opportunity to explain the alleged failure
to disclose.
If, after hearing the interested person's explanation, and after making further investigation as may
be warranted in consideration of the circumstances, the Board determines the interested person
intentionally failed to disclose an actual or possible conflict of interest, it shall take appropriate
disciplinary and corrective action.

Conflict of Interest Policy: List
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