Conflict of Interest Policy

COLLIE JUNIOR FOUNDATION
CONFLICT OF INTEREST POLICY

Article I
Purpose

The purpose of the conflict of interest policy is to protect the interest of the Collie Junior Foundation (hereafter referred to as “Foundation”) to ensure decisions are made solely in the best interests of the Foundation and free from actual, potential, or perceived conflicts of interest. 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 II
Definitions

1. Interested Person: Any director, officer, member of a committee, or other individual delegated authority by the Board of Directors who has an actual, potential, or perceived financial interest or personal interest, as defined below, is an interested person.
   
   
2. Financial Interest: A person has a financial interest if they, directly or indirectly, through family or household relationship, employment, compensation, business, ownership, or other financial arrangement, have an actual or potential financial benefit that could reasonably influence, or appear to influence, the exercise of independent judgment on behalf of the Foundation.
   
   Examples of financial interests include, but are not limited to:
   a. An ownership or investment interest in an entity doing business with, seeking to do business with, or receiving funds from the Foundation.
   
   b. A compensation arrangement or prospective compensation arrangement with any individual or entity involved in a Foundation transaction or decision.
   
   c. A financial interest held by an immediate family member or household member that could reasonably benefit from a Foundation decision.
   
   d. Any other direct or indirect financial relationship that could create an actual, potential, or perceived conflict of interest.
   
   
3. Personal Interest: Because the Collie community is relatively small and members frequently know one another through exhibitions, clubs, breeding programs, mentoring, judging, and other Foundation activities; familiarity alone does not constitute a personal interest or conflict of interest.
   
   A personal interest exists when an individual’s relationship with a person or entity extends beyond ordinary participation in the Collie community and could reasonably influence, or appear to influence, the individual’s objectivity in carrying out Foundation responsibilities.
   
   Examples include, but are not limited to:
   
   a. An immediate family member, household member, or extended family member.
   
   b. A close personal friendship or relationship beyond normal acquaintance within the Collie community.
   
   c. A business, employment, financial, breeding, co-ownership, or contractual relationship
   
   d. A mentor, instructor, or other relationship in which the individual has had significant personal involvement with an applicant, recipient, donor, volunteer, or other individual or entity involved in Foundation activities.
   
   e. Any circumstance in which a reasonable person could conclude that the individual’s impartiality may be impaired or that the individual could receive a direct or indirect personal benefit from the Foundation’s decision.
   
   
4. Conflict of Interest: The existence of a financial interest or personal interest does not automatically constitute a conflict of interest. A conflict of interest exists when the Board of Directors or the applicable committee determines that an actual, potential, or perceived conflict could impair, or appear to impair, an individual’s ability to exercise independent judgment or act solely in the best interests of the Foundation.
   
   Any Interested Person who becomes aware of an actual, potential, or perceived conflict of interest shall promptly disclose the relationship or circumstance in accordance with Article III. Following disclosure, the remaining disinterested members of the Board or applicable committee shall determine whether recusal from discussion, deliberation, recommendation, voting, or any combination is appropriate.
   
   The Foundation recognizes that participants in the Collie community frequently have longstanding personal and professional relationships. Such relationships do not automatically preclude service on the Board or committees; however, all interested persons are expected to disclose relationships that could reasonably be perceived as affecting their impartiality so that appropriate safeguards may be implemented.

Article III
Procedures

1. Duty to Disclose: An interested person who becomes aware of a circumstance that may constitute a conflict of interest shall promptly disclose the existence and nature of the conflict, to the Board of Directors, or the applicable committee, before any discussion, deliberation, recommendation, or vote on the matter.
   
   
2. Determination of a Conflict of Interest: After the interested person has disclosed the relevant facts and answered any questions regarding the matter, the interested person shall leave the meeting room, or virtual meeting, during the discussion and determination of whether a conflict exists, and any subsequent discussion and vote if a conflict is determined to exist.
   
   The determination shall be made solely by the disinterested members of the Board of Directors or applicable committee.
   
   
3. Procedures for Addressing a Conflict of Interest:
   
   a. An interested person may be invited to provide information or answer questions regarding the matter under consideration. After providing such information, the interested person shall not participate in further discussion, deliberation, recommendation, or voting unless specifically requested by the disinterested members.
   
   b. If the Chair has disclosed a potential conflict of interest, the remaining disinterested members shall appoint a temporary Chair solely for the purpose of administering the discussion and vote regarding that matter.
   
   c. After exercising due diligence, the disinterested members shall determine whether the interested person may participate in any portion of the discussion or decision-making process, or whether recusal from discussion, recommendation, deliberation, voting, or any combination is necessary to protect the integrity of the Foundation’s decision-making process and avoid the appearance of impropriety.
   
   d. If multiple recusals prevent the Board or committee from conducting business or establishing a quorum, the Board of Directors may appoint temporary disinterested members, assign the matter to another committee, or otherwise take appropriate action to ensure the Foundation’s business may proceed in a fair and impartial manner.
   
   NOTE: A recusal under this policy applies only to the specific matter/conflict and does not prohibit the individual from participating in unrelated Foundation business.
   
   
4. Violations of the Conflicts of Interest Policy:
   
   a. If the Board of Directors, or applicable committee/team, becomes aware of a potential undisclosed conflict of interest, it shall provide the individual an opportunity to disclose the relevant facts and explain the circumstances before making any determination under this policy.
   
   b. After considering the individual’s explanation and conducting any additional review deemed appropriate, the Board of Directors or applicable committee shall determine whether a violation of this policy has occurred. If a violation is found, the Board or committee may take appropriate action, which may include corrective measures, additional disclosure requirements, removal from participation in the matter, or other actions deemed appropriate to protect the Foundation.

Article IV
Records of Proceedings

The minutes of the Board of Directors or applicable committee/team considering a matter involving a conflict of interest shall contain:

a. The name of the person who disclosed or was determined to have a conflict of interest; the nature of the interest disclosed; any action taken to determine whether a conflict of interest existed; and the Board’s or committee’s determination regarding whether a conflict of interest existed.

b. The names of the persons present for discussions and votes relating to the disclosed interest, a summary of the discussion, and a record of any votes taken in connection with the proceedings.

c. The minutes shall reflect that the interested person disclosed the conflict, whether recusal was required or otherwise appropriate, and that the individual did not participate in discussion, deliberation, recommendation, or voting on the affected matter unless specifically authorized to provide factual information.

Article V
Annual Statements

Each Director, Officer, committee/team member, and any other person designated by the Board of Directors who participates in Foundation decision-making shall annually affirm that such person:

a. Has received a copy of the Conflict of Interest Policy;

b. Has read and understands the policy;

c. Has agreed to comply with the policy through written acknowledgment; and,

d. Understands that the Foundation is organized and operated as a charitable organization and, in order to maintain its federal tax exemption, must conduct its activities in furtherance of its tax-exempt purposes. Such person further understands that the Foundation seeks to ensure that decisions are made objectively, in the best interest of the Foundation, and free from actual, potential, or perceived conflicts of interest.

Article VI
Periodic Reviews

To ensure the Foundation operates in a manner consistent with its charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. Such reviews shall evaluate whether Foundation activities, decision-making processes, and safeguards are structured and implemented in a manner that promotes transparency, protects against improper personal benefit, and avoids actual, potential, or perceived conflicts of interest.

The periodic reviews shall, at a minimum, include the following subjects:

a. Whether Foundation policies and procedures are reasonable, consistently applied, and designed to further the Foundation’s charitable purposes while ensuring decisions are made objectively and in the best interest of the Foundation.

b. Whether the composition of the Board of Directors, committees, teams, and other decision-making groups, as well as the procedures employed by such groups, conform to the Foundation’s governing documents and written policies; are properly documented; promote reasonable efficiency and effectiveness; further the charitable purposes of the Foundation; do not result in impermissible private benefit; and adequately identify, disclose, and address actual, potential, or perceived conflicts of interest.

Article VII
Use of Outside Experts

When conducting periodic reviews as provided for in this policy, the Foundation may, but is not required to, engage outside advisors or experts to assist with such reviews. The use of outside advisors or experts shall not relieve the Board of Directors of its responsibility for ensuring that periodic reviews are conducted and that the Foundation remains compliant with applicable laws, regulations, and its charitable purposes.