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Article 9 <br /> Conflict of Interest and <br /> Compensation Approval Policies <br /> Section 1. Purpose of Conflict of Interest Policy <br /> The purpose of this conflict of interest policy is to protect this tax-exempt corporation's interest <br /> when it is contemplating entering into a transaction or arrangement that might benefit the private <br /> interest of an officer or director of the corporation or any "disqualified person" as defined in <br /> Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the <br /> IRS Regulations and which might result in a possible "excess benefit transaction" as defined in <br /> Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the <br /> IRS Regulations. This policy is intended to supplement but not replace any applicable state and <br /> federal laws governing conflict of interest applicable to nonprofit and charitable organizations. <br /> Section 2. Definitions <br /> a. Interested Person. Any director, principal officer, member of a committee with governing <br /> board delegated powers, or any other person who is a "disqualified person" as defined in Section <br /> 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS <br /> Regulations, who has a direct or indirect financial interest, as defined below, is an interested <br /> person. <br /> b. Financial Interest. A person has a financial interest if the person has, directly or indirectly, <br /> through business, investment, or family: <br /> 1. An ownership or investment interest in any entity with which the corporation has a <br /> transaction or arrangement, <br /> 2. A compensation arrangement with the corporation or with any entity or individual with <br /> which the corporation has a transaction or arrangement, or <br /> 3. A potential ownership or investment interest in, or compensation arrangement with, any <br /> entity or individual with which the corporation is negotiating a transaction or <br /> arrangement. <br /> Compensation includes direct and indirect remuneration as well as gifts or favors that are not <br /> insubstantial. <br /> A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph B, a <br /> person who has a financial interest may have a conflict of interest only if the appropriate <br /> governing board or committee decides that a conflict of interest exists. <br /> 13 <br /> 26-04 <br />