AIDS Services Foundation Orange County

“A draft of the 990 is reviewed by the finance team, the CEO and committee and then presented to the full board before filing.”

“1. Interested person is 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. 2. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: A. An ownership or invetment 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 degotiating 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 interst. Under Article III, Section2, a person who has a financial interest my have a conflict of interest only if the appropriate governing board or committee decides that conflict of interst 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 of arrangement. 2. Determining whether a conflict of interest exists After disclosure of the financial interst 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 transation or arrangment 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 of 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 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 ciircumstances not producing a conflict of interest, the governing board or committee shall determineby a majority vote of the disinterested directors whether the transation of 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 sall make its decision as to whether to enter into the transact or arrangement. 4. Violationas of the conflicts of interst policy A. IF the governing board or committee has reasonable cause to belive a member has failed to disclose actual or possible conflicts of interest, it sahll inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to diclose. 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 appropraite disciplinary and corrective action. Article IV Records of proceedings The minutes of the governing board and all committees with board delegared powers shall contain: A. The names of the persons who disclosed or otherwise wer found to hav”

“A. A voting member of the Governing Board who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that memeber's compensation. B. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirecty from the organization for services is precluded from voting on matters pertaining to that member's compensation. C. No voting member of the Governing 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.”

“The Organizations governing documents, financial statements and conflict of interest policy are available for viewing upon request. Some of these documents are also included in the Organization's annual publication.”