Conflict of Interest Policy

Article I: Purpose The purpose of the conflict of interest policy is to protect the Carrie Tingley Hospital Foundation’s (the “Foundation”) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, director, or trustee of the Foundation 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

1. Interested PersonAny director, principal officer, 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 InterestA 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 Foundation has a transaction or arrangement, b. A compensation arrangement with the Foundation or with any entity or individual with which the Foundation is entering into a transaction or arrangement, or c. 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 DiscloseIn connection with any actual or possible conflict of interest, an interested person must disclose the existence of their financial interest and all material facts to the directors and members of committees with board-delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest ExistsAfter disclosure of the financial interest and all material facts, and after any discussion with the interested person, they 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 InterestAn interested person may make a presentation at the board or committee meeting, but after such presentation, they shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest.

Article IV: Records of Proceedings The minutes of the board and all committees with board-delegated powers shall contain: 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. 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 voting member of the board who receives compensation, directly or indirectly, from the Foundation for services is precluded from voting on matters pertaining to their compensation.

Article VI: Annual Statements Each director, principal officer, and member of a committee with board-delegated powers shall annually sign a statement which affirms that such person: a. Has received a copy of the conflict of interest policy, b. Has read and understands the policy, c. Has agreed to comply with the policy, and d. Understands that the Foundation 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 VII: Periodic Reviews To ensure that 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: a. Whether compensation arrangements and benefits are reasonable and are the result of arm’s-length bargaining. b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Foundation’s written policies, are properly recorded, reflect reasonable payments for goods or services, further charitable purposes, and do not result in inurement or impermissible private benefit.

Article VIII: Use of Outside Experts In conducting the periodic reviews provided for in Article VII, 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 that periodic reviews are conducted.