Purpose
The purpose of this Conflict of Interest Policy (this “Policy”) is to protect the interests of G1ve A Buck Fund, Inc. (the “Corporation”) when it contemplates entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation or might result in an Excess Benefit Transaction, as defined below. This Policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interests applicable to nonprofit and charitable organizations.
Definitions
Section 2.1 Interested Person. Any principal officer, member of the Board of Directors of the Corporation (the “Board”), or member of a committee with Board delegated powers, who has a direct or indirect Financial Interest, as defined below.
Section 2.1 Excess Benefit Transaction. A transaction in which an economic benefit is provided by the Corporation, directly or indirectly, to or for the use of a person who was in a position to exercise substantial influence over the affairs of the Corporation, and the value of the economic benefit provided by the Corporation exceeds the value of the consideration received by the Corporation (“Excess Benefit Transaction”).
Section 2.2 Financial Interest. A person has a financial interest (“Financial Interest”) if the person has, directly or indirectly, through business, investment, or family:
(a) an ownership or investment interest in any entity or individual with which the Corporation enters into a transaction or has an arrangement;
(b) a compensation arrangement with the Corporation or with any entity or individual with which the Corporation enters into a transaction or has an arrangement;
(c) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating to enter into a transaction or an arrangement; or
Compensation includes direct and indirect remuneration as well as gifts, grants, or favors that are not insubstantial.
A Financial Interest is not necessarily a conflict of interest. Under Article III, Section 3.2, a person who has a Financial Interest may have a conflict of interest only if the Board or an appropriate committee of the Board decides that a conflict of interest exists.
Procedures
Section 3.1 Duty to Disclose. In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of the Financial Interest to the Board or to the members of a committee with Board delegated powers to consider the proposed transaction or arrangement and be given the opportunity to disclose all material facts to the Board or to the members of a committee with Board delegated powers to consider the proposed transaction or arrangement.
Section 3.2 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/she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide whether a conflict of interest exists.
Section 3.3 Procedures for Addressing the Conflict of Interest.
(a) An Interested Person may make a presentation at the Board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
(b) The chairperson of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
(c) After exercising due diligence as the Board determines advisable, the Board or committee 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.
(d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or committee shall determine by a majority 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 arrangement.
Section 3.4 Violations of the Conflicts of Interest Policy.
(a) If the Board or committee has reasonable cause to believe a director or principal officer of the Corporation has failed to disclose actual or possible conflicts of interest, it shall inform the director or principal officer of the basis for such belief and afford the director or principal officer an opportunity to explain the alleged failure to disclose.
(b) If, after hearing the director or principal officer’s response and after making further investigation as the Board or committee determines warranted by the circumstances, the Board or committee determines the director or principal officer has failed to disclose an actual or possible conflict of interest, it shall take disciplinary and corrective action determined appropriate by the Board or committee.
Records of Proceedings
Section 4.1 Board Meeting Minutes. The minutes of the Board and all committees with Board delegated powers 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 or committee’s decision as to whether a conflict of interest in fact existed; and
(b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, a record 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) A director who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to his or her compensation. Notwithstanding the forgoing, all members of the Board will be permitted to vote on decisions to set the amount of compensation for the entire Board, if any such compensation is set.
(b) A member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to his or her compensation.
(c) No director or member of any committee whose duties include compensation matters and who receives compensation, directly or indirectly, from the Corporation is prohibited from providing information to the Board or any committee regarding compensation matters.
Annual Statements
Each director, principal officer and member of a committee with Board delegated powers shall annually sign a statement which affirms such person:
(a) has received a copy of this Policy;
(b) has read and understands this Policy;
(c) has agreed to comply with this Policy; and
(d) understands the Corporation is charitable and in order to maintain its anticipated federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Periodic Reviews
To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its anticipated tax-exempt status, periodic reviews of the transactions or arrangements entered into by the Corporation shall be conducted by the Board. The periodic reviews shall, at a minimum, include the following subjects:
(a) whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
(b) whether partnerships, joint ventures, and arrangements with management organizations 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/private benefit, impermissible private benefit or in an Excess Benefit Transaction.
Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Corporation may, but need not, use outside advisors. If outside advisors are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.
Amendments
This policy may be amended or repealed by the affirmative vote of a majority of the Board present at any meeting of the Board at which a quorum is present, or by unanimous written consent of the Board in lieu thereof.