Conflict of Interest

Purpose

The purpose of this Conflict of Interest Policy is to protect the interests of the All Seniors Foundation (hereafter referred to as “the Foundation”) in situations where it may be considering a transaction or arrangement that could benefit the personal interest of an officer, director, or employee or that may result in an excess benefit transaction.

Definitions

Interested Person: Any director, principal officer, or committee member holding board-delegated powers who has a direct or indirect financial interest falls under this policy.
Financial Interest: A person has a financial interest if they, directly or indirectly (e.g., through business, investment, or family), have:

1. An ownership or investment interest in an entity engaged in a transaction or arrangement with the Foundation.
2. A compensation arrangement with the Foundation or any entity or individual involved in a transaction with the Foundation.
3. A prospective ownership, investment interest, or compensation arrangement with an entity or individual negotiating a transaction or arrangement with the Foundation.

Duty to Disclose

Any interested person must disclose their financial interest and all relevant facts to the board or committee with decision-making powers before consideration of a proposed transaction or arrangement.

Determining Conflict of Interest

Once the interested person discloses the financial interest and all material details, they must exit the meeting for the governing board or committee to discuss and vote on whether a conflict of interest exists.

Procedures for Addressing the Conflict of Interest

• Presentation Opportunity: The interested person may present information to the board or committee but must then leave before discussion and voting on the arrangement in question.
• Investigative Process: If necessary, the board or committee chair may appoint a disinterested individual or committee to explore alternatives to the proposed transaction.
• Approval Process: After thorough investigation, the board or committee will determine if a more favorable arrangement can be reached without a conflict of interest. If not, the board or committee will vote on whether the arrangement is fair, reasonable, and in the Foundation’s best interest.
• Decision: Following the above determination, the board or committee will decide whether to proceed with the transaction or arrangement.

Policy Violations

• Failure to Disclose: If there is reason to believe a member has not disclosed a conflict, the board or committee will inform the member and provide an opportunity to explain.
• Disciplinary Actions: If further investigation confirms non-disclosure, the board or committee will determine appropriate corrective or disciplinary actions.

Record of Proceedings

Minutes from the governing board and committees will document:

1. Names of persons disclosing a financial interest, the nature of the interest, actions taken to assess a potential conflict, and the decision on whether a conflict existed.
2. Names of attendees, discussion content, alternative options considered, and voting outcomes related to the proceedings.

Compensation

Voting members of the board or any relevant committee who receive direct or indirect compensation from the Foundation for services cannot vote on matters pertaining to their compensation.

Annual Statements

Each director, principal officer, and committee member must annually sign a statement affirming that they:

• Received and understand the Conflict of Interest Policy,
• Agree to comply with the policy, and
• Recognize that the Foundation, as a charitable organization, must operate primarily for tax-exempt purposes.

Periodic Reviews

Regular reviews ensure the Foundation remains compliant with its charitable goals and tax-exempt status. These reviews include:

1. Evaluating compensation arrangements for fairness and alignment with market standards.
2. Ensuring any partnerships, joint ventures, and management agreements align with the Foundation’s policies and charitable purposes.

Use of Outside Experts

The Foundation may use outside advisors for periodic reviews, though this does not relieve the board of its responsibility to ensure these reviews are conducted as part of its oversight.

This policy was adopted by the Board of Directors of All Seniors Foundation on Oct 30, 2024.