Policy
The Board, or a committee thereof, will make grant decisions to candidates based on the referral, application, physician documentation and any other facts and circumstances deemed relevant. The conflict of interest policy below will assure the board remains objective.
Conflict of Interest Policy:
Section I
Purpose
The purpose of the conflict of interest policy is to protect the Ticked Off Foundation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might 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 organizations.
Section II
Definitions
A. “Board” shall mean the Corporation’s Board of Directors.
B. “Committee” shall mean any committee of the Board having powers delegated to it by the Board.
C. Any director, principal officer or member of a Committee who has a direct or indirect financial interest, as defined below is an “interested person.” If a person is an interested person with respect to any member of an affiliated group of entities of which the Corporation is a part, he or she is an interested person with respect to all entities in such group.
C. A person has a “financial interest” if the person has, directly or indirectly, through business, investment or family:
(1) an ownership or investment interest in any entity with which the Corporation has a transaction or arrangement;
(2) a compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or
(3) 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.
Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.
Section III
Procedures
A. Duty to Disclose
In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial interest and all material facts to the Board or the Committee considering the proposed transaction o arrangement.
B. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material fact and after any discussion with the interested person, he or 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 if a conflict of interest exists.
C. Procedures for Addressing the Conflict of Interest
(1) An interested person may make a presentation at the Board or Committee meeting, but after such presentation, he or she shall leave the meeting during the discussion of and vote on the transaction or arrangement that results in the conflict of interest.
(2) 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.
(3) After exercising due diligence, the board shall determine whether the Corporation 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.
(4) If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to 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 and for its own benefit and whether the transaction is fair and reasonable to the Corporation, and shall make its decision as to whether or enter into the transaction or arrangement in conformity with such determination.
D. Violation of the Conflicts of Interest Policy
(1) If the Board or Committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
(2) If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the Board or Committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section IV
Records of Proceedings
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’s or Committee’s decision as to whether a conflict of interest in fact existed.
B. The names of the persons who were 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 therewith.
Section V
Compensation
A. A voting member of the Board or 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 that member’s compensation.
Section VI
Annual Statements
Each director, principal officer and member of a Committee with governing board delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section VII
Periodic Reviews
A. To ensure that the Corporation operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted.
B. In conducting the periodic reviews provided for in this Section, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring that periodic reviews are conducted.