Pt Arkansas

“Board of Directors were emailed the form to review before filing.”

“This conflict of interest policy is designed to help Directors, officers and employees of PROJECT TRANSFORMATION ARKANSAS (referred to as the "CORPORATION") identify situations that present potential conflicts of interest and to provide CORPORATION with a procedure which, if observed, will allow a transaction to be treated as valid and binding even though a Director, officer or employee has or may have a conflict of interest with respect to the transaction. This policy is intended to comply with the procedures prescribed in Arkansas Code § 4-33-831, which governs conflicts of interest for directors of nonprofit corporations. If there is any inconsistency between the requirements and procedures outlined in this policy and those specified in § 4-33-831, the provisions of the statute shall take precedence. All capitalized terms are defined in Part 2 of this policy. 1. Conflict of Interest Defined. For purposes of this policy, the following circumstances shall be deemed to create Conflicts of Interest: A. Outside Interests. (i) A Contract or Transaction between CORPORATION and a Responsible Person or Family Member. (ii) A Contract or Transaction between CORPORATION and an entity in which a Responsible Person or Family Member has a Material Financial Interest or of which such person is a Director, officer, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator or other legal representative. B. Outside Activities. (i) A Responsible Person competing with CORPORATION in the rendering of services or in any other Contract or Transaction with a third party. (ii) A Responsible Person's having a Material Financial Interest in; or serving as a director, officer, employee, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator or other legal representative of, or consultant to; an entity or individual that competes with CORPORATION in the provision of services or in any other Contract or Transaction with a third party. C. Gifts, Gratuities and Entertainment. A Responsible Person accepting gifts, entertainment or other favors from any individual or entity that: (i) does or seeks to do business with, or is a competitor of CORPORATION; or (ii) has received, is receiving or is seeking to receive a loan or grant, or to secure other financial commitments from the CORPORATION; under circumstances where it might be inferred that such action was intended to influence or possibly would influence the Responsible Person in the performance of his or her duties. This does not preclude the acceptance of items of nominal or insignificant value or entertainment of nominal or insignificant value that are not related to any particular transaction or activity of the CORPORATION. 2. Definitions. A. A "Conflict of Interest" is any circumstance described in Part 1 of this Policy. B. A "Responsible Person" is any person serving as a Director, officer, or employee of CORPORATION. C. A "Family Member" is a spouse, parent or sibling of a spouse, parent, child or spouse of a child, brother, sister, or spouse of a brother or sister, of a Responsible Person. D. A "Material Financial Interest" in an entity is a financial interest of any kind, which, in view of all the circumstances, is substantial enough that it would, or reasonably could, affect a Responsible Person's or Family Member's judgment with respect to transactions to which the entity is a party. E. A "Contract or Transaction" is any agreement or relationship involving the sale or purchase of goods, services, or rights of any kind, the providing or receipt of a loan or grant, the establishment of any other type of pecuniary relationship, or review of an educational organization by CORPORATION. The making of a gift or contribution to CORPORATION is not a Contract or Transaction. 3. Procedures. A. Prior to Board of Director or committee action on a Contract or Transaction involving a Conflict of Interest, a Director o”

“The organization follows a formal process for determining compensation for its Executive Director and would for other key employees if they were hired that includes review and approval by independent members of the Board of Directors who do not have a conflict of interest. The Board considers appropriate comparability data, including compensation levels for similar positions in comparable nonprofit organizations, and documents its deliberation and decision at the time the compensation is approved. This process is consistently applied to ensure compensation is reasonable, justified, and in compliance with IRS requirements.”

“Governing documents are available upon request and kept in a drive available to all board members.”