Adopted: 8.13.25

Purpose

The purpose of this policy is to protect the interests of Greater Kansas City Friends of Fisher House (GKCFFH) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, director, or key person of the organization or might result in a possible excess benefit transaction under IRS regulations.

This policy is intended to supplement but not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit organizations.

Definitions

Interested Person:
Any director, officer, or key committee member with Board-delegated powers who has a direct or indirect financial interest, as defined below.

Financial Interest:
A person has a financial interest if the person has, directly or indirectly:

• An ownership or investment interest in any entity with which GKCFFH has a transaction or arrangement,
• A compensation arrangement with FHKC or with any entity or individual with which GKCFFH has a transaction or arrangement, or
• A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which GKCFFH is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.

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 Board of Directors or appropriate committee.

Determining Whether a Conflict Exists

After disclosure of the financial interest and all material facts, the interested person shall leave the meeting while the determination of a conflict of interest is discussed and voted upon. The remaining disinterested Board members will decide if a conflict exists.

Procedures for Addressing the Conflict

If a conflict is determined to exist:

• The Board may ask the interested person to provide information and then must leave the meeting.
• The Board or committee shall determine whether the organization can obtain a more advantageous transaction or arrangement with a person or entity that would not give rise to a conflict.
• If not, the Board shall determine by a majority vote of disinterested directors whether the transaction or arrangement is in GKCFFH)’s best interest, fair, and reasonable and shall make its decision accordingly.

Violations of the Policy

Suppose the Board has reasonable cause to believe a person has failed to disclose an actual or possible conflict of interest. In that case, it shall inform the person and afford an opportunity for explanation. If the person fails to explain satisfactorily, the Board may take appropriate disciplinary and corrective action.

Annual Disclosure Statement

Each director, officer, and key committee member shall sign a statement that:

• Affirms they have received a copy of this policy,
• Has read and understands it,
• Agrees to comply with it, and
• Discloses any actual or potential conflicts of interest.

8. Records of Proceedings

The minutes of Board and committee meetings shall contain:

• Names of persons who disclosed or were found to have a conflict,
• The nature of the conflict,
• Actions taken to determine whether a conflict was present,
• The Board’s decision,
• Names of those present for discussion and votes, and
• The vote or abstention of each member.