Conflict of Interest Policy

Bucks for Bucks Educational Foundation, Inc.

Article I Purpose 

The purpose of the conflict of interest policy is to protect Bucks for Bucs Educational 

Foundation, Inc.'s (the "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. As used herein, the term "Board" shall mean 

the Board of Directors of the Organization.

Article II Definitions

Any 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.  

A person has a Financial Interest if the person has, directly or indirectly, through 

a. An ownership or investment interest in any entity with which the Organization 

b. A compensation arrangement with the Organization or with any entity or 

individual with which the Organization has a transaction or arrangement, 

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 

d. A relationship with a scholarship applicant that would deem the person to be a 

“Disqualified Person” pursuant to Section 4946(a) of the Internal Revenue Code of 1986, as 

amended, or any corresponding provision of any future Internal Revenue Code. 

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 Board 

or appropriate committee, as the case may be, decides that a conflict of interest exists. 

Article III Procedures

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 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 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 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 Board or committee shall, if appropriate, appoint a 

disinterested person or committee to investigate alternatives to the proposed transaction or 

c. After exercising due diligence, the 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, or, in the 

case of a Financial Interest under Article II, Section 2(d) above, the Board or committee shall 

ensure that the Interested Person  is removed from any position within the Organization that has 

the authority to make scholarship determinations, shall be excluded from any discussions 

concerning the Financial Interest and application at issue, and shall determine whether additional 

measures are needed to avoid the appearance of impropriety. 

d.  If a more advantageous transaction or arrangement is not reasonably possible 

under circumstances not producing a conflict of interest, the 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 

4. Violations of the Conflicts of Interest Policy 

a. If the Board or committee has reasonable cause to believe a member has failed to 

disclose actual or possible conflicts of interest, it shall inform the member of the basis for such 

belief and afford the member an opportunity to explain the alleged failure to disclose. 

b. If, after hearing the member's response and after making further investigation as 

warranted by the circumstances, the governing board or committee determines the member has 

failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary 

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 governing 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 

Article V Compensation 

a. A voting member of the Board who receives compensation, directly or indirectly, 

from the Organization for services is precluded from voting on matters pertaining to that 

b. A voting member of any committee whose jurisdiction includes compensation 

matters and who receives compensation, directly or indirectly, from the Organization for services 

is precluded from voting on matters pertaining to that member's compensation. 

c. No voting member of the Board or any committee whose jurisdiction includes 

compensation matters and who receives compensation, directly or indirectly, from the 

Organization, either individually or collectively, is prohibited from providing information to any 

committee regarding compensation.

Article VI Periodic Reviews 

To ensure the Organization 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, based on 

competent survey information, and the result of arm's length bargaining. 

b. Whether partnerships, joint ventures, and arrangements with management 

organizations conform to the Organization's written policies, are properly recorded, reflect 

reasonable investment or payments for goods and services, further charitable purposes and do not 

result in inurement, impermissible private benefit or in an excess benefit transaction.

Article VI Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, the Organization may, but 

need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of 

its responsibility for ensuring periodic reviews are conducted.


Adopted by the unanimous vote of the Directors at a Special Meeting held on March 19, 2015.

Bucks for Bucs Educational Foundation, Inc.