conflict of interest policy for building international bridges 501(c)(3) organization

8/6/2019 Conflict of Interest Policy for Building International Bridges 501(c)(3) organization

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Building International Bridges, Inc.Conflict of Interest PolicyArticle I PurposeThe purpose of the Conflict of Interest Policy is to protect the interests of Building InternationalBridges, Inc. (the "Corporation") when it is contemplating entering into a transaction orarrangement that might benefit the private interest of an officer or director of the Corporation ormight result in a possible excess benefit transaction. This policy is intended to supplement butnot replace any applicable state and federal laws governing conflict of interest applicable tononprofit an d charitable organizations.Article II Definitions1. Interested Person: Any director, principal officer, or member of a committee withgoverning board delegated powers, who has a direct or indirect Financial Interest, as definedbelow, is an Interested Person.2. Finan cial Interest: A person has a Fin anc ial Interest if the person has, directly orindirectly, through business, investment, or family:

a. An ownership or investment interest in any entity with which the Corporation hasa transaction or arrangement,b. A compen sation arrangemen t with the Corporation or with any entity orindividual with which the Corporation has a transaction or arrangement, orc. A potential ownership or investm ent interest in, or comp ensation arrangemen twith, any entity or individ ual with whic h the Corporation is negotiating a transaction o rarrangement. Com pensation includes direct an d indirect remuneration, as well as gifts orfavors that are not insubstantial.

A Financial Interest is not necessarily a conflict of interest. Under Article III, Section 2 of thisConflict of Interest policy, a person who has a Financial Interest may have a conflict of interestonly if the appropriate governing board or committee decides that a conflict of interest exists.Article III Procedures1. Duty to Disclose: In connection with an y actual or possible conflict of interest, anInterested Person must disclose the existence of the Financial Interest and be given theopportunity to disclose al l material facts to the directors an d members of committees withgoverning board delegated powers considering the proposed transaction or arrangement.2. Determining Whether a Conflict of Interest Exists: After disclosure of the FinancialInterest and all material facts, an d after an y discussion with the Interested Person, he or she shall

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Building International Bridges, Inc.Conflict of Interest Policyleave the governing board or committee meeting while the determination of a conflict of interestis discussed an d voted upon. The remaining board or committee members shall decide if aconflict of interest exists.3. Procedures fo r Addressing the Conflict of Interest:

a. An Interested Person may make a presentation at the governing board orcommittee meeting, bu t after the presentation, he or she shall leave the meeting duringthe discussion of , and the vote on, the transaction or arrangement involving the possibleconflict of interest.b. Th e chairperson of the governing board or committee shall, if appropriate, appointa disinterested person or committee to investigate alternatives to the proposed transactionor arrangement.c. After exercising due diligence, the governing board or committee shall determinewhether the Corporation can obtain with reasonable efforts a more advantageoustransaction or arrangement from a person or entity that would not give rise to a conflict ofinterest.d. If a more advantageous transaction or arrangement is not reasonably possibleunder circumstances not producing a conflict of interest, the governing board orcommittee shall determine by a majority vote of the disinterested directors whether thetransaction or arrangement is in the Corporation's best interest, for its own benefit, an dwhether it is fair an d reasonable. In conformity with the above determination, it shallmake its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Conflict of Interest Policya. If the governing board or committee has reasonable cause to believe an InterestedPerson has failed to disclose actual or possible conflicts of interest, it shall inform theInterested Person of the basis fo r such belief an d afford the Interested Person anopportunity to explain the alleged failure to disclose.b. If, after hearing the response of the Interested Person an d after making furtherinvestigation as warranted by the circumstances, the governing board or committeedetermines the Interested Person has failed to disclose an actual or possible conflict ofinterest, it shall take appropriate disciplinary and corrective action.

Article IV Records of ProceedingsTh e minutes of the governing board and all committees with board delegated powers shallcontain:

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Building International Bridges, Inc.Conflict of Interest Policya. The names of the persons who disclosed or otherwise were found to have aFinancial Interest in connection with an actual or possible conflict of interest, the natureof the Financial Interest, any action taken to determine whether a conflict of interest waspresent, and the governing board's or committee's decision as to whether a conflict ofinterest in fact existed.b. The names of the persons who were present for discussions and votes relating tothe transaction or arrangement, the content of the discussion, including any alternatives tothe proposed transaction or arrangement, and a record of any votes taken in connectionwith the proceedings.

Article V Compensationa. A voting member of the governing board who receives compensation, directly orindirectly, from the Corporation for services is precluded from voting on matterspertaining to that member's compensation.b. A voting member of any committee whose jurisdiction includes compensationmatters and who receives compensation, directly or indirectly, from the Corporation forservices is precluded from voting on matters pertaining to that member's compensation.c. No voting member of the governing board or any committee whose jurisdictionincludes compensation matters and who receives compensation, directly or indirectly,from the Corporation, either individually or collectively, is prohibited from providinginformation to any committee regarding compensation.

Article VI Annual StatementsEach director, principal officer an d member of a committee with governing board delegatedpowers shall annually sign a statement which affirms 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, an dd. Understands the Corporation is charitable and in order to maintain its federal taxexemption it must engage primarily in activities which accomplish one or more ofits tax-exempt purposes.

Article VII Periodic ReviewsTo ensure the Corporation operates in a manner consistent with charitable purposes and does notengage in activities that could jeopardize its tax-exempt status, periodic reviews shall beconducted. The periodic reviews shall, at a minimum, include the following subjects:

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Building International Bridges, Inc.Conflict of Interest Policy

a. Whether compensation arrangements an d benefits are reasonable, based oncompetent survey information, and the result of arm's length bargaining.b. Whether partnerships, joint ventures, and arrangements with managementorganizations conform to the Corporation's written policies, are properly recorded, reflectreasonable investment or payments for goods an d services, further charitable purposesan d do not result in inurement impermissible private benefit or in an excess benefittransaction.

Article VIII Use of Outside ExpertsWhen conducting the periodic reviews as provided for in Article VII, the Corporation may, bu tneed not, use outside advisors. If outside experts are used, their use shall not relieve thegoverning board of its responsibility for ensuring periodic reviews are conducted.

Certification of SecretaryI hereby certify that the above Conflict of Interest Policy was adopted by the Board of Directorsat their meeting held on the 6th day of April, 2011.

Stephan McCrea, Secretary

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conflict of interest policy for building international bridges 501(c)(3) organization

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