Conflict of Interest
The purpose of this Conflict of Interest Policy is to protect the integrity and tax-exempt status of the Child Safety Fund (CSF), a nonprofit organization. It aims to ensure that decisions are made in the best interests of the organization and free from undue influence or personal gain. This policy addresses both actual and perceived conflicts of interest to uphold public trust and compliance with federal and state laws. This policy is intended to comply with the conflict of interest requirements of IRS Form 1023 and applicable Oklahoma nonprofit law.
Interested Person
Any director, officer, or committee member with board-delegated powers who has a direct or indirect financial interest or is in a position to exercise significant influence over CSF’s affairs is considered an interested person.
Financial Interest
A person has a financial interest if they, or a member of their family (including spouses, domestic partners, parents, children, siblings, and their spouses):
Have an ownership/investment interest in an entity CSF has a transaction with.
Have a compensation arrangement with CSF or with an entity CSF is transacting with.
Anticipate entering into such arrangements.
Note: A financial interest does not automatically constitute a conflict of interest. The board or committee shall determine whether a conflict exists.
Duty to Disclose
Interested persons must disclose the existence of any actual or potential financial interest and provide all relevant facts to the board or committee.
Determining Whether a Conflict of Interest Exists The board (excluding the interested person) determines if a conflict exists after discussion and review of the facts.
Addressing the Conflict of Interest
The interested person may present information but must leave during deliberation and vote.
Disinterested board members may investigate alternatives.
The board will approve a transaction only if it is in CSF’s best interest, fair, and reasonable. If a more advantageous transaction or arrangement is not reasonably attainable, the board may still approve the proposed transaction upon a good faith determination that it serves CSF’s best interests.
Violations of the Policy
If a board member fails to disclose a conflict, the board shall take appropriate disciplinary and corrective action after investigation.
Records of Proceedings
The minutes of all meetings addressing conflicts of interest shall include:
Names of individuals disclosing a conflict and the nature of the interest.
Board actions to determine conflict existence.
Names and outcomes of discussions and votes related to the matter.
Compensation
No voting board member may vote on matters related to their own compensation.
Board members may not provide input on their own compensation to any committee.
When approving compensation for directors, officers, or key employees, the board shall obtain and rely on appropriate comparability data.
This applies to all compensation discussions involving services rendered to CSF.
Annual Statements
Each director, officer, and committee member shall annually sign a statement affirming that they:
Have received and read the Conflict of Interest Policy;
Understand and agree to comply with the policy;
Recognize CSF’s charitable mission and restrictions on private benefit.
Periodic Reviews
The board shall conduct periodic reviews to ensure CSF:
Operates within charitable guidelines;
Avoids excess benefit transactions;
Follows proper procedures for compensation, partnerships, and joint ventures;
Ensures transactions are fair, reasonable, and in furtherance of the exempt mission.
Use of Outside Experts
CSF may use outside experts in conducting reviews. Use of such experts may inform, but does not replace, the board’s fiduciary duty to ensure reviews are completed and properly documented.
Enforcement
Failure to disclose a conflict or comply with this Code may result in corrective action, including termination of employment, removal from a volunteer role, termination of contracts, or other remedies. Serious or material violations may be reported to oversight or funding authorities, as required.
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