Conflicts Of Interest Policy

ARTICLE I - PURPOSE

The purpose of this Conflicts of Interest Policy (the “Policy”) is to protect the interest of Hope Through Education - A Fund For Better Futures Inc. (the “Corporation”) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a trustee (individually, a “Trustee” and collectively, the “Trustees”) or officer of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable sate and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.

ARTICLE II - POLICY

It is the policy of the Corporation that Trustees and officers of the Corporation act solely in the best interests of the Corporation without regard to personal interests.

ARTICLE III - DEFINITIONS

1. Interested Person

Any Trustee, officer, or member of a committee (“Committee”) with powers delegated by the Board of Trustees (the “Board”) who has a direct or indirect financial interest, as defined below, is an “interested person.”

2. Financial Interest

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

a. an ownership or investment interest in any entity with which the Corporation has a transaction or arrangement;

b. an interest in any compensation arrangement which the Corporation has or is considering with any individual or entity;

c. a compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or

d. 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 renumeration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article IV, Section 2, a person who has a financial interest may have a conflict of interest only if the Board or Committee decides that a conflict of interest exists.

ARTICLE IV - PROCEDURES

1. Duty to Disclose

In connection with any actual or possible conflicts 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 and Committee considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, that person 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.

3. Procedures for Addressing the Conflict of Interest

a. An interested person may make a presentation at the Board or Committee meeting, but after the presentation, that person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest.

b. 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.

c. After exercising due diligence, the Board of Committee shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or Committee shall determine by a majority vote of the disinterested Trustees whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable. in conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy

a. If the Board or Committee has reasonable cause to believe that a person has failed to disclose actual or possible conflicts of interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose.

b. If, after hearing the person’s response and after making such further investigation as warranted by the circumstances, the Board or Committee determines that the person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action, up to and including removal from the Board of Trustees.

ARTICLE V - RECORDS OF PROCEEDINGS

The minutes of the Board and Committees shall contain, at a minimum:

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 and

b. the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussions, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

ARTICLE VI - COMPENSATION

a. ATrustee who receives compensation, directly or indirectly, from the Corporation for services or who has a financial interest in compensation arrangements under consideration, is precluded from voting on matters pertaining to that Trustee’s compensation or the compensation arrangements in which that Trustee has a financial interest.

b. ATrustee who is a member of 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 Trustee’s compensation or pertaining to compensation arrangements in which that trustee has a financial interest.

c. No Trustee who receives compensation, directly or indirectly, from the Corporation is prohibited from providing information to any Committee regarding compensation.

ARTICLE VII - ANNUAL STATEMENTS

Each Trustee, officer and member of a Committee shall annually sign a statement which affirms that such person:

a. has received a copy of the Policy;

b. has read and understands the Policy;

c. has agreed to comply with the Policy; and

d. understands that the Corporation is charitable 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

ARTICLE VIII - PERIODIC REVIEWS

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 tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a. whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s-length bargaining; and

b. whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

 

ARTICLE IX - USE OF OUTSIDE EXPERTS

When conducting the periodic reviews as provided for in Article VIII, 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.