Conflict of Interest Policy (v0.2 DRAFT)
Structural first-pass draft governing identification, disclosure, and management of conflicts of interest affecting Covered Persons. For counsel review only.
Effective Date: DRAFT v0.2 — 2026-05-27 — NOT YET EFFECTIVEFirst-pass structural draft (v0.2) by Claude. Supersedes v0.1 placeholder. NOT effective. Markers: [CONFIRM], [TERM], [COUNSEL TO DRAFT].
Protects the Sponsor and the SPC from any actual, potential, or apparent conflict of interest that could compromise charitable purpose, fiduciary duty, or compliance with applicable law including [TERM] IRC §4958 (excess benefit transactions). Applies to all Covered Persons. Each entity’s board adopts and reviews the Policy at least annually.
- [TERM] Conflict of Interest — a situation in which a Covered Person’s private interest may interfere with the interests of the SPC or the Sponsor.
- [TERM] Related Party — the Covered Person’s immediate family, business partners, controlled entities, and any other person or entity creating a presumption of conflict under [COUNSEL TO DRAFT].
- [TERM] Self-Dealing — any transaction between the SPC or Sponsor and a Covered Person or Related Party.
Each Covered Person shall, on or before [CONFIRM] January 31 of each year (and within [CONFIRM] 30 days of becoming a Covered Person), submit a written disclosure listing: (a) outside positions, board memberships, and employment; (b) ownership or control interests in for-profit or nonprofit entities; (c) Related Parties relevant to Sponsor recipient evaluation; and (d) any other facts a reasonable person would consider material. Disclosures are reviewed by the Board secretary (or designee) and summarized for the audit/governance committee.
Covered Persons must disclose any conflict relating to a specific matter as soon as the Covered Person becomes aware of it and before any deliberation or vote on the matter.
A Covered Person with a conflict on a specific matter shall: (a) disclose the conflict; (b) not participate in deliberation except to answer factual questions if requested; (c) recuse from any vote on the matter; and (d) absent themselves from the deliberation if requested by the chair. The disinterested members shall determine whether the proposed transaction is in the entity’s best interests and on terms at least as fair as could be obtained from a third party.
Board minutes shall record: (a) the disclosure; (b) the recusal; (c) the comparable-arms-length analysis performed; (d) the basis for the disinterested members’ determination; and (e) the vote.
The Sponsor and the SPC shall not engage in any [TERM] "excess benefit transaction" within the meaning of IRC §4958, and the Sponsor shall not approve any Grant that would confer more than incidental benefit on an Advisor or Related Party in violation of [TERM] IRC §4967. Each proposed transaction with a Covered Person or Related Party must satisfy the [TERM] "rebuttable presumption" procedures of Treas. Reg. §53.4958-6, including approval by an authorized body with no conflict, reliance on appropriate comparability data, and contemporaneous documentation.
[COUNSEL TO DRAFT] — including the range of consequences (warning, removal from the matter, removal from the Board or position, referral to the IRS where appropriate), and the procedural protections afforded to the Covered Person.
Document Key: conflict_of_interest_policy. Version: v0.2 (first-pass draft for counsel review). Draft Date: 2026-05-27. Effective Date: [CONFIRM] — none; this draft is not yet effective.