| Professional Advisor | DonorCentral | The Hudson Community Foundation Conflict of Interest Policy
Article I Policy Each member of the Board of Directors and officer of The Hudson Community Foundation (HCF), including immediate family members, shall avoid any actual, apparent, or potential conflict, direct or indirect, or any appearance of a conflict, between such individual's interests and the interests of HCF. Any possible conflict of interest shall be disclosed promptly to the Board of Directors. Any member of the Board of Directors or officer with a potential conflict shall provide full information regarding the particular matter. Although such person may provide information, if asked, he/she shall not participate in the deliberations or vote on the matter. Each board member and officer will be asked to sign a statement described in this document The Board will act on any conflict of interest indicated.
Article II Definitions A transaction or arrangement may include, but is not limited to, a purchase or sale transaction, a service agreement, a compensation arrangement, a grant or a contribution. Compensation includes direct or indirect remuneration as well as gifts or favors that are substantial in nature. A conflict of interest exists whenever there is a proposed transaction or arrangement of HCF in which a board member or officer has any actual or potential involvement, interest or relationship, either directly or indirectly. A board member or officer shall have an indirect interest in a proposed transaction or activity if: • the other party to the transaction or activity is related to such board member or officer, • such other party is an entity in which the board member or officer has a material financial interest, or • the board member or officer is an officer, board member or general partner of such other party. A conflict of interest may also exist when the interests or concerns of any board member or officer or such member's immediate family or any party, group or organization to which such person has allegiance, may be seen as competing with the interests or concerns of HCF. Conflict of Interest by Board Member or Officer 1. Each board member or officer of HCF has a duty to disclose to the Board of Directors and to any applicable committee of the Board the material fact of any proposed transaction of HCF in which such board member or officer has any actual or potential conflict of interest. 2. The disclosure required under 1. above must be made prior to any consideration of such proposed transaction by the board or any applicable committee of the board. 3. The board member or officer having the conflict shall not participate in the final deliberation or decision regarding the matter under consideration, and shall if any member of the Board requests, or the person deems it appropriate, retire from the room during the deliberations. 4. Any proposed transaction in which a board member or officer has a conflict of interest must be approved by a majority of the board or of the applicable committee of the board entitled to vote other than the interested board member(s) at a meeting at which a quorum is present, even though the disinterested board members may constitute less than a quorum. Such interested board member(s), if present, may be counted solely for purposes of determining whether a quorum is present. 5. The minutes of the meeting of the board or the committee of the board shall reflect that the conflict of interest is disclosed, that the transaction or arrangement is in the best interests of HCF and for its own benefit and whether it is fair and reasonable and the interested person did not vote or participate in the final discussions, and, if appropriate, was not present during such discussion and vote. 6. Where there is a doubt as to whether a conflict of interest exists, the matter shall be resolved by a vote of the board or the committee of the board, excluding the person concerning whose situation in doubt has arisen.
Compliance Statements Each member of the board or officer shall sign a statement, which affirms that such person: (HCF Conflict 1 .doc 1/14/03) • has read and understands the policy statement, • has agreed to comply with the policy and understands that HCF is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities, which accomplish one or more of its tax-exempt purposes.
Periodic Reviews To ensure that HCF 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. The periodic review shall, at a minimum, include the following: • whether arrangements conform to written policies, are properly recorded, reflect reasonable payments for goods and services, further HCF's charitable purposes and do not result in immurement or impermissible private benefit.
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