Conflict of Interest Policy

Please read the Conflict of Interest and ‘sign’ by completing the agreement form below.

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I. Purpose

The purpose of the conflicts of interest policy is to protect the Francis Ouimet Scholarship Fund’s (the “Fund”) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of one of its officers, directors, committee members or staff.  This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations.

II. Definitions

Conflict of Interest: A conflict of interest exists when an interested person’s or a staff member’s financial interest may be seen as competing with the interests or concerns of the Fund.  Where there is a doubt as to whether a conflict of interest exists, the matter shall be resolved by a vote of the disinterested directors or committee members, following the interested person’s or staff member’s disclosure of his/her financial interest and all material facts related thereto, discussion among the interested person(s) or staff member and the directors or committee members to the extent permitted by applicable law, and the interested person’s or staff member’s absence from the room during the discussion and vote regarding whether a conflict of interest exists.

Disqualified Person: A disqualified person is any director, officer, member of a committee with director-delegated powers, or other person in a position to exercise substantial financial influence over the affairs of the Fund, as contemplated by Section 4958 of the Internal Revenue Code of 1986, as amended (the “Code”) and Treasury Regulations Section 53.4958 (the “Regulations”), or any family member of such person.

Family Member: A family member means a person’s spouse, sibling (by whole or half blood), spouse of a sibling (by whole or half blood), ancestor, child, grandchild, great grandchild, or spouse of a child, grandchild or great grandchild.

Financial Interest: A person has a financial interest if the person has, directly or indirectly:

1. an ownership or investment interest in any entity with which the Fund has (or proposes to have) a transaction or arrangement, or
2. a compensation arrangement with the Fund or with any entity or individual with which the Fund has (or proposes to have) a transaction or arrangement, or
3. a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Fund has (or proposes to have) a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.  A person shall have an indirect financial interest in a proposed transaction if (1) the other party to the transaction is a family member of such interested person or (2) such other party is an entity in which the interested person is an officer, director, director, employee, agent, shareholder, general partner or other owner.  A financial interest is not necessarily a conflict of interest.  The Fund shall maintain a list of each financial interest disclosed to it in accordance with this policy and applicable law.

Interested Person.  An interested person is a disqualified person who has a direct or indirect financial interest.

Interested Staff Member.  An interested staff member is any staff member who has a direct or indirect financial interest.

Staff Member.  A staff member is any employee or agent of the Fund who is not a disqualified person.

III. Conflicts of Interest Involving Disqualified Persons

i. Each disqualified person of the Fund has a duty to disclose to the Directors and to any applicable committee the material facts of any proposed transaction of the Fund in which such disqualified person has any financial interest.

ii. The disclosure required under (1) above must be made prior to any consideration of such proposed transaction by the Directors or by any applicable committee.

iii. The disqualified person having the financial interest, and any other disqualified person who has had a financial interest in a transaction or arrangement with the Fund during the same fiscal year, shall not participate in the deliberation or decision regarding the matter under consideration, and shall retire from the room during the deliberations and vote.

iv. The directors 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 directors or committee shall determine whether the Fund can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.  If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the directors or committee shall determine by a majority (or, to the extent required by applicable law, two-thirds) vote of the disinterested directors whether the transaction or arrangement is in the Fund’s best interest and for its own benefit and whether the transaction is fair and reasonable to the Fund, and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.  The interested person may not be counted either for purposes of determining whether a quorum is present or for voting purposes.

v. The minutes of the meeting of the directors or the committee shall reflect that the financial interest was disclosed and that the interested person did not vote or participate in the discussions and was not present during such discussions and vote.

vi. If the directors or committee have reasonable cause to believe that a disqualified person has failed to disclose actual or possible financial interests, it shall inform the disqualified person of the basis for such belief and afford the disqualified person an opportunity to explain the alleged failure to disclose. If, after hearing the response of the disqualified person and making such further investigation as may be warranted in the circumstances, the directors or committee determines that the disqualified person has in fact failed to disclose an actual or possible financial interest, it shall take appropriate disciplinary and corrective action.

vii. The minutes of the directors and all committees shall contain:

1. 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 directors’ or committee’s decision as to whether a conflict of interest in fact existed.
2. 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.

IV. Conflict of Interest Involving Staff Members

i. Each staff member has a duty to disclose to the Fund’s President the material facts of any proposed transaction of the Fund in which such staff member or his/her family member has any actual or potential financial of interest.

ii. The disclosure required under (1) above must be made prior to any consideration of such proposed transaction by the Fund.

iii. A staff member with (or a family member of a staff member with) an actual or proposed financial interest shall not participate in the deliberation or decision by the Fund regarding the matter under consideration. However, he or she shall provide the Fund with any and all relevant information regarding the matter.

iv. The President of the Fund shall take such additional action as may be required to ensure that the conflict of interest is resolved, and shall maintain a record of the existence and resolution of the conflict.

v. When there is any doubt as to whether a conflict of interest exists, the matter shall be resolved by the President.

V. Prohibited Transactions

i. The Fund shall not lend money or other properties to its disqualified persons or staff members or their family members.

ii. The Fund shall not sell, lease for a term of greater than five years, purchase or convey any real estate or interest in any real estate to or from its directors, officers, committee members or staff members or their family members except in accordance with applicable law; provided that no director, officer, committee member, staff member or family member shall be prohibited from making a bona fide gift of an interest in real estate to the Fund.

iii. The Fund shall not give preferential treatment to any disqualified person or a staff member or family member who is a donor unless such preferential treatment is also offered to all other donors making comparable contributions to the Fund.

VI. Periodic Reviews

To ensure that the Fund operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

1. Whether compensation arrangements and benefits are reasonable and are the result of arm’s-length bargaining.
2. Whether partnership and joint venture arrangements and arrangements with management service organizations conform to written policies, are properly recorded, reflect reasonable payments for goods and services, further the Fund’s charitable purposes and do not result in inurement or impermissible private benefit.

VII. Use of Outside Experts

In conducting the periodic reviews provided for in Article VI, the Fund may, but need not, use outside advisors.  If outside experts are used, their use shall not relieve the directors of their responsibility for ensuring that periodic reviews are conducted.

VIII. Copies of Policy

A copy of this conflict of interest policy shall be furnished to each disqualified person and staff member of the Fund.  New disqualified persons and staff members shall be advised of, and provided with, the policy upon undertaking the duties of such office.

IX. Annual Statements

Each disqualified person and staff member shall annually sign a statement which affirms that such person has:

1. received a copy of this conflict of interest policy;
2. read and understands the policy;
3. agreed to comply with the policy; and
4. understands that the Fund is a charitable organization 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.

Please complete & submit form below.

The completed form below indicates that I have:

1. received a copy of the Conflict of Interest Policy;
2. read and understood the policy;
3. agree to comply with the policy; and
4. understand that Francis Ouimet Scholarship Fund, Inc. is a charitable organization 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.