
Purpose
Definitions
Interested Person. A director, principal officer, or committee member with board-delegated powers who has a Financial Interest. Advisory Board members are included only for matters they advise, vote, or recommend on.
Financial Interest. A direct or indirect interest, through business, investment, or family, in an ownership, investment, or compensation arrangement with the Organization or an entity it deals with, including gifts or favors that are not insubstantial. A Financial Interest is not automatically a conflict.
Family Members. Spouses or domestic partners, parents, children, siblings, and their spouses or domestic partners, including related-party arrangements involving the Founder.
Procedures
• Disclose: an Interested Person discloses the Financial Interest before the Board acts.
• Determine: the Interested Person leaves; the remaining members vote on whether a conflict exists.
• Decide: the disinterested directors vote by majority on whether the transaction is fair and in the Organization's best interest.
• Record: minutes list the person, the interest, the recusal, and the basis for the decision.
• Violations: failure to disclose may result in corrective action, including removal.
Compensation
A compensated Board member may not vote on their own compensation. This includes related-party compensation for the Founder, any compensated officer, and any family member of adirector.
Annual Statements
Each director, principal officer, and Advisory Board member signs an annual statement of compliance and discloses any Financial Interests.
Periodic Review
At least every three years, the Board reviews compensation and related-party transactions to confirm fair, arm's-length terms. Outside advisors may assist.