Conflict of Interest Policy

1. Purpose

The purpose of this Conflict of Interest Policy is to protect the interests of 23rd Veteran when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a director, officer, key employee, or any other person in a position of influence over the organization.

This policy is intended to supplement, but not replace, applicable state and federal laws governing conflicts of interest applicable to nonprofit organizations.

2. Definitions

Interested Person
Any director, officer, committee member with board delegated powers, key employee, or immediate family member of such individuals who has a direct or indirect financial interest in a proposed transaction or arrangement.

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

• An ownership or investment interest in any entity with which 23rd Veteran has or is considering a transaction
• A compensation arrangement with 23rd Veteran or with any entity or individual with which 23rd Veteran is considering a transaction
• A potential ownership, investment, or compensation interest that could reasonably appear to influence decision making

Compensation includes direct and indirect remuneration, gifts, favors, or non financial benefits.

A financial interest is not necessarily a conflict of interest. A conflict exists only if the board determines that the interest could improperly influence decision making.

3. Duty to Disclose

Each Interested Person has an ongoing duty to disclose any actual, potential, or perceived conflict of interest as soon as it arises.

In addition:

• All board members, officers, and key employees must complete a written Conflict of Interest Disclosure Statement annually
• Any changes to disclosed interests must be reported promptly and in writing

4. Discussion of Conflicts at Board Meetings

At each board meeting, the Chair shall ask whether any board member, officer, or committee member has a conflict of interest related to any agenda item.

Any disclosed conflict must be:

• Verbally stated during the meeting
• Recorded in the meeting minutes
• Documented in writing using the organization’s Conflict of Interest Disclosure form

5. Procedures for Addressing a Conflict of Interest

If a conflict of interest is disclosed:

1. The Interested Person must disclose all material facts related to the conflict.
2. The Interested Person may answer questions from the board but must leave the meeting during discussion and voting on the matter.
3. The remaining disinterested board members shall determine whether a conflict of interest exists.
4. If a conflict exists, the board shall determine whether 23rd Veteran can obtain a more advantageous transaction or arrangement without the conflict.

6. Requirement to Obtain and Compare Three Quotes

When a potential or actual conflict of interest is identified involving goods or services:

• The organization shall obtain a minimum of three comparable written quotes from qualified vendors whenever reasonably feasible.
• Quotes shall be evaluated based on cost, quality, experience, and overall value to the organization.
• The board shall document in the meeting minutes:
  • The quotes reviewed
  • The basis for the final decision
  • The reason the selected option is in the best interest of 23rd Veteran

If fewer than three quotes are obtained, the board must document the reason and why proceeding is still in the organization’s best interest.

7. Violations of the Conflict of Interest Policy

If the board has reasonable cause to believe an Interested Person has failed to disclose an actual or possible conflict of interest, it shall:

• Inform the person of the basis for the belief
• Allow the person an opportunity to explain the alleged failure to disclose

If, after hearing the response and making further investigation as warranted, the board determines the failure to disclose was intentional or material, appropriate corrective action shall be taken.

8. Records of Proceedings

The minutes of the board and committees with board delegated powers shall contain:

• The name of the person who disclosed or was found to have a conflict
• The nature of the conflict
• Any action taken to determine whether a conflict existed
• The board’s decision as to whether a conflict existed
• The names of those present for discussions and votes
• The content of the discussion, including alternatives considered
• A record of votes taken

9. Compensation Matters

A voting member of the board who receives compensation from 23rd Veteran for services is prohibited from voting on matters pertaining to that member’s compensation.

No Interested Person may be present for or participate in discussions regarding their own compensation, except to provide factual information when requested.

10. Annual Statements

Each director, officer, and key employee shall annually sign a statement affirming that they:

• Have received a copy of the Conflict of Interest Policy
• Have read and understand the policy
• Agree to comply with the policy
• Understand that 23rd Veteran is a nonprofit organization and must engage primarily in activities that accomplish its tax exempt purposes

11. Review of Policy

The board shall periodically review this policy to ensure it remains appropriate and effective, and that the organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax exempt status.