Conflict of Interest Policy

1. Purpose

The Rory and Sully Project is committed to operating with integrity and maintaining the public trust. This Conflict of Interest Policy establishes procedures to ensure that board members, officers, employees, and volunteers act in the Organization's best interest and disclose any potential conflicts that could impair their judgment or objectivity.

2. Definition of Conflict of Interest

A conflict of interest exists when a board member, officer, employee, or volunteer has a financial interest, business relationship, or personal relationship that could compromise their ability to act in the Organization's best interest. This includes situations where the individual:

• Has a direct or indirect financial interest in a transaction or decision
• Stands to benefit personally from a decision made in their official capacity
• Has a business relationship with a vendor, contractor, or organization doing business with the Organization
• Has a family member with a financial interest in the Organization's transactions
• Has a personal relationship that could influence their objectivity
• Receives compensation or benefits beyond their normal salary or benefits
• Has a fiduciary duty to another organization that conflicts with duties to the Organization

3. Scope and Application

This policy applies to:

• All board members and officers
• All employees and contractors
• All volunteers with decision-making authority
• Family members of the above individuals (indirect conflicts)

4. Disclosure Requirements

All individuals covered by this policy must disclose any potential conflicts of interest:

• Upon Appointment: When joining the board, staff, or volunteer positions
• Annually: Via a signed conflict of interest questionnaire
• Immediately: When a new potential conflict arises during their tenure

Disclosure forms will be maintained by the Executive Director or Board Secretary and reviewed annually by the Board.

5. Evaluation and Management of Conflicts

When a potential conflict is disclosed or identified, the Organization will:

• Evaluate the nature and severity of the conflict
• Determine if the individual should abstain from voting or participating in the decision
• Consider whether the conflict is material or can be mitigated
• Document the evaluation and any remedial action taken

Mitigation strategies may include:

• Requiring the individual to recuse themselves from the transaction
• Obtaining competitive bids for transactions with interested parties
• Requiring full disclosure to board members or relevant stakeholders
• Limiting the individual's involvement in the decision-making process
• Requiring a fairness opinion from an independent third party
• Documenting the business rationale for the transaction

6. Recusal and Abstention

When a conflict of interest exists, the affected individual must:

• Fully disclose the conflict to the board or decision-making body
• Abstain from voting on the transaction or decision
• Not participate in discussions regarding the transaction (unless requested to provide information)
• Remain absent from the meeting during the voting and decision-making process if requested

7. Related Party Transactions

The Organization will document all transactions with related parties (board members, officers, employees, vendors, or organizations connected to covered individuals). Related party transactions must be:

• Necessary for the Organization's mission and operations
• Approved in advance by the board or appropriate committee
• Based on fair market value pricing
• Documented in writing with a business rationale
• Reviewed annually for compliance with this policy

8. Exceptions and Waivers

In limited circumstances, the Board of Directors may approve a transaction despite a conflict of interest if:

• The transaction is in the Organization's best interest
• No reasonable alternative exists
• The terms are fair and at market rates
• The decision is properly documented
• The affected individual recuses themselves from the decision

Any such exception must be approved by the Board and documented in the meeting minutes.

9. Compensation Decisions

Compensation decisions for executive leadership must be made by the Board without participation from the affected individual. The Board will:

• Obtain data on comparable organizations' compensation
• Document the decision-making process
• Ensure compensation is reasonable for the services provided
• Maintain records of all compensation discussions and decisions

10. Violations and Enforcement

Failure to disclose a conflict of interest or violation of this policy may result in:

• Written warning
• Suspension of voting rights or decision-making authority
• Removal from the board or position
• Termination of employment (for employees)
• Legal action to recover damages or profits

The Organization also reserves the right to seek restitution for any losses incurred as a result of an undisclosed conflict of interest.

11. Board Review and Updates

The Board will review this Conflict of Interest Policy annually and update it as needed to reflect changes in organizational practices or legal requirements. All covered individuals will be notified of any policy changes.

12. Reporting Violations

Suspected violations of this policy should be reported to:

• The Board Chair or Audit Committee
• The Executive Director
• The Organization's Whistleblower hotline (see Whistleblower Policy)

All reports will be investigated promptly and confidentially.

Contact Information

For questions regarding this Conflict of Interest Policy:

The Rory and Sully Project
Board Chair: [INSERT NAME AND CONTACT]
Email: compliance@roryandsullyproject.org
Website: www.roryandsullyproject.org