Fargo Park District Foundation

“The Park District appoints one member of the organization's governing board, who is also a sitting Park District Commissioner.”

“There are no committees with authority to act on behalf of the board.”

“The organization will provide a copy of the Form 990 to the board of directors for review and comment prior to filing with the IRS.”

“Interested Person. Any Director, principal officer, or member of a committee to whom the governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: An ownership or investment interest in any entity with which the Foundation has a transaction or arrangement; A compensation arrangement with the Organization or with any entity or individual with which the Foundation has a transaction or arrangement; and/or A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Foundation is negotiating 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 interest. Under Article III, Section B below, a person who has a financial interest may have a conflict of interest only if the appropriate Board of Directors or committee decides that a conflict of interest exists. Procedures. 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 or any committee considering the proposed transaction or arrangement. 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. Procedures for Addressing the Conflict of Interest. 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. The chairperson of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the Board or committee shall determine whether the Foundation 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. 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 members whether the transaction or arrangement is in the Foundation'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 transaction or arrangement. Violations of the Conflicts of Interest Policy. If the Board or committee has reasonable cause to believe a Director or member has failed to disclose actual or possible conflicts of interest, it shall inform the Director or member of the basis for such belief and afford the Director or member an opportunity to explain the alleged failure to disclose. If, after hearing the response and after making further investigation as warranted by the circumstances, the board or committee determines the Director or member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“Employees of the Foundation are paid by the Fargo Park District, an unrelated governmental entity. The compensation structure is determined by the Park District, and the organization relied on the Park District to establish compensation.”

“The financial statement are publicly available and are located on the Fargo Park District website. The organization does not make its governing documents and conflict of interest policy available to the public.”