Ardrey Kell High School Booster Club Conflict of Interest Policy

Article I
Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization's (Organization) interest when it is
contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the
Org�nization or might result in a possible excess benefit transaction. 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

l. Interested Person
Any director, principal officer, or member of a committee with governing 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, through business, investment, or family:
a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a
transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which
the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest Under Article Ill, Section 2, a person who has a financial interest may
have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Article III
Procedures

1. Duty to Disclose
Tn 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 directors and members of the committee with
governing board delegated powers considering the purposed 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, he/she
shall leave the governing 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 oflnterest

a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation,
he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the
possible conflict of interest.
b. The chairperson of the governing 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 governing board or committee shall determine whether the Organization 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. Tf a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a
conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors
whether the transaction or arrangement is in the Organization'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 Conflict oflnterest Policy

a. If the governing 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.
 b. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the
governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it
shall take appropriate disciplinary and con-ective action.

Article IV
Records or Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have 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 governing board's or committee's decision as to whether a conflict of interest in fact
existed.
b. 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 with the proceedings.

Article V
Compensation

a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for
services is precluded from voting on matters pertaining to that member's compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation,
directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that
member's compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and
who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is
prohibited from providing information to any committee regarding compensation.

Article VI
Annual Statements

Each director, principle officer and member of a committee with governing board delegated powers shall annually sign a statement
which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Had read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily
in activities which accomplish one or more of its tax-exempt purpose.

Article VII
Periodic Reviews

To ensure the Organization 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 shal� 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.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization'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 VIII
Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If
outside experts are used, their use shall not relieve the governing board of its responsibility for ensw-ing periodic reviews are
conducted.