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Appendix A: Sample Conflict of Interest Policy Note: Items marked Hospital insert— for hospitals that complete Schedule C are intended to be adopted by hospitals. 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 Organization 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 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. [Hospital Insert— for hospitals that complete Schedule C If a person is an interested person with respect to any entity in the health care system of which the organization is a part, he or she is an interested person with respect to all entities in the health care system.] 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 III,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 In 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 committees with governing board delegated powers considering the proposed 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 of Interest 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. If 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. Instructions for Form 1023 -25-