Cocoa Future Collaborative: Conflict of Interest Policy

Article 1: Purpose

The purpose of this conflict of interest policy (Policy) is to protect the interest of Cocoa Future Collaborative, a Washington nonprofit corporation (Organization) 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 2: Definitions

2.1 Interested Person. Any director, 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.

2.2 Financial Interest.

(A) A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

(1) an ownership or investment interest in any entity with which the Organization has a transaction or arrangement;

(2) a compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement; or

(3) 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.

(B) Compensation includes direct and indirect remuneration, as well as gifts or favors that are not insubstantial.

(C) A financial interest is not necessarily a conflict of interest. Under Section 3.2, a person who has a financial interest may have a conflict of interest only if the governing board or committee decides that a conflict of interest exists.

Article 3: Procedures

3.1 Duty to Disclose. Regarding 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 or members of the committee with governing board delegated powers considering the proposed transaction or arrangement.

3.2 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, the interested person must leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted on. The remaining directors or committee members may decide if a conflict of interest exists.

3.3 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, the interested person must 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 will, 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 may 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 may 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, and decide whether or not to enter into the transaction or arrangement.

3.4 Violations of the Conflict of Interest Policy.

(A) If the governing board or committee has reasonable cause to believe a director or committee member has failed to disclose an actual or possible conflict of interest, it will inform the director or committee member of the basis for that belief and give the director or committee member an opportunity to explain the alleged failure to disclose.

(B) If, after hearing the director’s or member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the director or member has failed to disclose an actual or possible conflict of interest, it will take appropriate disciplinary and corrective action.

Article 4: Records of Proceedings

4.1 Record of Actual or Possible Conflicts of Interest. The minutes of the governing board and all committees with board delegated powers will contain 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.

4.2 Record of Discussions, Votes, and Those Present. The minutes of the governing board and all committees with board delegated powers will also contain 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 proceedings.

Article 5: Compensation

5.1 Director Recusal Regarding Compensation. A director who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that director’s compensation.

5.2 Committee Member Recusal Regarding Compensation. 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 committee member’s compensation.

5.3 Limits on Providing Compensation Information. No director or voting member of 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 6: Annual Statements

Each director, officer, and member of a committee with governing board delegated powers will annually sign a statement (see Attachment 1) that affirms the person:

6.1 Has received a copy of this Policy;

6.2 Has read and understands this Policy;

6.3 Agrees to comply with this Policy; and

6.4 Understands the Organization is a religious and charitable organization and in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

Article 7: Periodic Reviews

To ensure the Organization operates in a manner consistent with its religious and charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews will be conducted. The periodic reviews will, at a minimum, include the following subjects:

7.1 Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining; and

7.2 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 the Organization’s religious and charitable purposes and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.

Article 8: Use of Outside Experts

When conducting the periodic reviews as provided for in Article 7, the Organization may, but need not, use an outside advisor. If an outside expert is used, that use does not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

Adopted June 2021 by the Board of Directors. Most recent renewal February 2023.