Stocken Family Foundation Conflict of Interest Policy

Article I: Purpose The purpose of this Conflict of Interest Policy is to protect the integrity and interests of the Stocken Family Foundation (the "Foundation") when it is contemplating entering into a transaction or arrangement that might benefit the private interests of an officer, director, or key employee of the Foundation. This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Article II: Definitions

  1. Interested Person Any director, officer, key employee, or member of a committee with board-delegated powers who has a direct or indirect financial interest, as defined below, is an "Interested Person."
  2. Financial Interest A person has a financial interest if the person has, directly or indirectly:
  • An ownership or investment interest in any entity with which the Foundation has a transaction or arrangement;
  • A compensation arrangement with the Foundation or with any entity or individual with which the Foundation has a transaction or arrangement; or
  • A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Foundation is negotiating a transaction or arrangement.

Article III: Procedures

  1. Duty to Disclose 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 or a 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, the Interested Person shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon.
  3. Procedures for Addressing the Conflict of Interest
  • 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.
  • After exercising due diligence, the board or committee shall determine whether the Foundation can obtain with reasonable efforts a more advantageous transaction or arrangement that would not give rise to a conflict of interest.
  • If a more advantageous transaction or arrangement is not reasonably attainable, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Foundation’s best interest and for its own benefit and whether it is fair and reasonable. The board shall make its decision as to whether to enter into the transaction or arrangement.
  1. Violations of the Conflict of Interest Policy
  • If the board or committee 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 after making further investigation as warranted by the circumstances, the board or committee determines the member has failed to disclose an actual or possible conflict of interest, it may take appropriate disciplinary and corrective action.

Article IV: Records of Proceedings The minutes of the board and all committees with board-delegated powers shall contain:

  • The names of 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;
  • The board’s or committee’s decision as to whether a conflict of interest in fact existed;
  • The names of the persons who were present for discussions and votes relating to the transaction or arrangement;
  • The content of the discussion, including any alternatives to the proposed transaction or arrangement; and
  • A record of any votes taken in connection therewith.

Article V: Annual Statements Each director, officer, and key employee shall annually sign a statement that affirms:

  • They have received a copy of the Conflict of Interest Policy;
  • They have read and understood the policy;
  • They agree to comply with the policy; and
  • They understand the Foundation is charitable, and to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Article VI: Periodic Reviews To ensure the Foundation operates in a manner consistent with charitable purposes and 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:

  • Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining;
  • Whether partnerships, joint ventures, and arrangements with management organizations conform to the Foundation’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 VII: Use of Outside Experts When conducting the periodic reviews, the Foundation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the board of its responsibility for ensuring periodic reviews are conducted.



Approved by the Board of Directors of the Stocken Family Foundation on June 1 2024.