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.