Conflict of Interest

Purpose

The primary purpose of this Conflict of Interest Policy is to safeguard the interests of All Seniors Foundation (hereafter referred to as ‘the Foundation’) when it is considering a transaction or arrangement that could potentially benefit the personal interest of an officer, director, or employee of the Foundation or could lead to a potential excess benefit transaction.

Definitions

• Interested Person: Any director, principal officer, or committee member with governing board-delegated powers who has a direct or indirect financial interest is a key figure in this policy.Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
  • An ownership or investment interest in any entity with which the Foundation has a transaction or arrangement,
  • 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.
    

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 all material facts to the directors and members of committees with governing board-delegated powers considering the proposed transaction or arrangement.

• Determining Whether a Conflict of Interest Exists

After the interested person has disclosed their financial interest and all material facts, and after any necessary discussion, they are required to leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members will then decide if a conflict of interest exists.

• Procedures for Addressing the Conflict of Interest
• An Interested Person May Make a Presentation: The interested person may make a presentation at the governing board or committee meeting, but after the presentation, they shall leave the meeting during the discussion and vote on the transaction or arrangement involving the possible conflict of interest.
• Investigative Process: If appropriate, the chairperson of the governing board or committee shall appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
• Approval: After exercising due diligence, the governing board or committee shall determine whether the Foundation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.
• Decision: If a more advantageous transaction or arrangement is not reasonably possible under the circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Foundation’s best interest, for its benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall decide whether to enter into the transaction or arrangement, ensuring a fair and reasonable decision-making process.Violations of the Conflicts of Interest Policy
• Failure to Disclose: If the governing board or committee 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 allow the member to explain the alleged failure to disclose.
• Disciplinary Action: If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee 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 governing board and all committees with board-delegated powers shall contain the following:

• 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 economic interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest existed.
• The names of the persons present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Compensation

• A voting member of the governing board who receives compensation, directly or indirectly, from the Foundation for services is precluded from voting on matters about that member’s compensation.
• A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Foundation for services is precluded from voting on the issues about that member’s compensation.

Annual Statements

Each director, principal officer, and member of a committee with governing board-delegated powers shall annually sign a statement that affirms such person:

• Has received a copy of the conflicts of interest policy,
• Has read and understands the policy,
• Has agreed to comply with the policy, and
• Understands that the Foundation is charitable and that in order to maintain its federal tax exemption, it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

Periodic Reviews

To ensure the Foundation operates consistently with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

• Based on competent survey information, whether compensation arrangements and benefits are reasonable, and the result of arm’s length bargaining.
• Whether partnerships, joint ventures, and arrangements with management organizations conform to the Foundation’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 excess benefit transaction.

Use of Outside Experts

When conducting the periodic reviews as provided in Section 10, the Foundation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

This policy is adopted by the Board of Directors of All Seniors Foundation on July 10, 2024.

🌐 Sources

• Nonprofit Conflict of Interest Policy template & sample for 501c3
• Identifying and Monitoring Conflicts of Interests in Nonprofit Organizations
• Conflicts of Interest
• Annotated Conflict of Interest Policy – Public Counsel
• Conflicts of Interest
• Form 1023: Purpose of Conflict of Interest Policy | Internal Revenue Service