I. Purpose

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This Conflict of Interest Policy is designed to foster public confidence in the integrity of Global Family Care Network and to protect the Organisation’s interest when it is contemplating entering a transaction (defined below) that might benefit the private interest of a director, a corporate officer, the top management or top financial official, or a key employee (defined below). This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organisations.

 

II. Definitions

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1. Insider

 

The following are considered insiders for the purposes of this policy:

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1. Each member of the Board of Directors or other governing body.

2. The president, chief executive officer, chief operating officer, treasurer and chief financial officer, executive director, or any person with the responsibilities of any of these positions (whether or not the person is an officer of the Organisation under the Organisation’s Bylaws).

3. Any key employee, meaning an employee who (i) has responsibilities or influence over the organisation similar to that of officers, directors, or trustees; or (ii) manages a program that represents 10% or more of the activities, assets, income, or expenses of the organisation; or (iii) has or shares authority to control 10% or more of the Organisation’s capital expenditures, operating budget, or compensation for employees.

 

2. Interested Person

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Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

 

3. Interest

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Any commitment, investment, relationship, obligation, or involvement, financial or otherwise, direct or indirect, that may influence a person’s judgment, including receipt of compensation from the Organisation, a sale, loan, or exchange transaction with the Organisation.

 

4. Financial Interest

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A person has financial interest if the person has, directly or indirectly, through business, investment, or family:

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1. a)  An ownership or investment interest in any entity with which the Organisation has a transaction or arrangement,

2. b)  A compensation arrangement with the Organisation or with any entity or individual with which the Organisation has a transaction or arrangement, or

3. c)  A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organisation is negotiating a transaction or arrangement.

 

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the Board of Directors decides that a conflict of interest exists, in accordance with this policy.

 

5. Conflict of Interest

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Present when, in the judgment of the Board of Directors, an insider’s stake in the transaction is such that it reduces the likelihood that an insider’s influence can be exercised impartially in the best interests of the Organisation.

 

6. Transaction

Any transaction, agreement, or arrangement between an insider and the Organisation, or between the Organisation and any third party where an insider has an interest in the transaction or any party to it.

 

III. Procedures

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1. Duty to Disclose

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In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board of Directors.

 

2. Determining Whether a Conflict of Interest Exists

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After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board of Directors meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board of Directors members shall decide if a conflict of interest exists.

 

3. Procedures for Addressing a Conflict of Interest

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The Board of Directors shall follow the procedures set forth in Article IV in order to decide what measures are needed to protect the Organisation’s interests in light of the nature and seriousness of the conflict, to decide whether to enter into the transaction and, if so, to ensure that the terms of the transaction are appropriate.

 

IV. Review by the Board of Directors

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The Board of Directors may ask questions of and receive presentation(s) from the insider(s) and any other interested person(s), but shall deliberate and vote on the transaction in their absence. The Board of Directors may ascertain that all material facts regarding the transaction and the insider’s conflict of interest may have been disclosed to the Board and shall compile appropriate data, such as compared studies, to determine fair market value for the transaction.

 

After exercising due diligence, which may include investigating alternatives that present no conflict, the Board of Directors shall determine whether the transaction is in the Organisation’s best interest, for its own benefit, and whether it is fair and reasonable to the Organisation; the majority of disinterested members of the Board of Directors then in office may approve the transaction.

 

V. Records of Proceedings

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The minutes of any meeting of the Board of Directors pursuant to this policy shall contain the name of each insider who disclosed or was otherwise determined to have an interest in a transaction; the nature of the interest and whether it was determined to constitute a conflict of interest; any alternative transactions considered; the members of the Board of Directors who were present during the deliberations on the transaction, those who voted on it, and to what extent interested persons were excluded from the deliberations; any comparability data or other information obtained and relied upon by the Board of Directors and how the information was obtained; and the result of the vote, including, if applicable, the terms of the transaction that was approved and the date it was approved.

 

VI. Violations of the Conflicts of Interest Policy

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If the Board of Directors 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 afford the member an opportunity to explain the alleged failure to disclose.

 

If, after hearing the member’s response and making further investigation as warranted by the circumstances, the Board of Directors determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

 

VII. Annual Statements

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Each director, corporate officer, top management official, financial official, and key employee of the Organisation shall annual sign a statement on the form attached, that affirms that the person has received a copy of this conflict of interest policy, has read and understood the policy, and has agreed to comply with the policy; and discloses the persons’ financial interests and family relationships that could give rise to conflicts of interest.

 

VIII. Periodic Reviews

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To ensure that the Organisation operates in a manner consistent with its status as an organisation exempt from federal income tax, the Board of Directors shall authorize and oversee an annual review of the administration of this conflict of interest policy. The review may be written or oral. The review shall consider the level of compliance with the policy, the continuing suitability of the policy, and whether the policy should be modified and improved.

 

A periodic review will also be conducted on whether partnerships, joint ventures, and arrangements with management organisations, if any, conform to Global Family Care Network’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement or impermissible private benefit or in an excess benefit transaction.