Conflict of Interest Statement
N. CONFLICTS OF INTEREST; STATEMENTS –
(i) As further defined herein, a conflict of interest occurs when a Director’s obligation to further the Corporation’s charitable purposes is at odds with their own financial interests. Any Director having an existing or potential conflict of interest, including in a contract or other transaction presented to the Board or a Board committee for deliberation, authorization, approval, or ratification shall make a prompt, full, and frank disclosure of the interest to the Board at the earliest possible meeting of the Board after the interest becomes known. In such circumstances, such Director is required to disclose the nature and extent of such Director’s interest and any relevant material facts known to such Director concerning the situation which might reasonably be construed to be adverse to the Corporation’s interest and to answer pertinent questions presented to such Director.
(ii) The Board shall determine, by majority vote, whether the interest disclosed may result in a conflict of interest such that the non-voting and non-participation provisions listed below shall be observed. If a conflict of interest exists, such Director shall not vote on, nor use such Director’s personal influence on nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to such matters. Such Director shall be required to leave the meeting during the discussion of, and the vote upon, the matter that causes the conflict of interest. Such Director shall not be counted in determining the existence of a quorum during the time such Director is excluded from participation in the portion of the meeting where such matter is under discussion and/or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon, and the abstention from voting and participation, and whether a quorum was present. If appropriate, the Board, by majority vote, may appoint a non-interested person or committee to investigate all alternatives to the matter at issue to determine if the matter at issue is: (1) In the Corporation’s best interests and for its own benefit; and (2) Is fair and reasonable to the Corporation. After exercising said due diligence, the non-interested person or committee shall opine and recommend to the Board whether the Corporation cannot obtain a more advantageous transaction or arrangement with reasonable efforts under the circumstances.
(iii) The Board shall require annual signed statements from Directors that disclose existing and potential conflicts of interest in a form that tracks guidance issued by the Internal Revenue Service. By signing the annual statement Directors acknowledge that they understand the conflict of interest policy and know that the policy applies to all activities in connection with the Corporation.
(iv) For purposes of this Section, a person shall be deemed to have an “interest” in a transaction, contract, or arrangement or other transaction 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 or with which the Corporation is negotiating to have 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 any entity or individual with which the Corporation is negotiating to have a transaction or arrangement;
(c) May gain a significant financial or other personal benefit, directly or indirectly, if the contract or transaction is approved; or
(d) 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. For these purposes, the term “compensation” includes direct and indirect remuneration and gifts or favors which are substantial in nature.