Conflict of Interest Policy

This conflict of interest policy is designed to foster public confidence in the integrity of Hands and Feet Project (the “Organization”) and to protect the Organization’s interest when it is contemplating entering a transaction (defined below) that might benefit the private interest of a director, a corporate officer, the top management or top financial official, or a key employee (defined below

Article I: Definitions

The following are considered insiders for the purposes of this policy:

  1. Each member of the Board of Directors (BOD) or other governing body.
  2. The president, chief executive officer, chief operating officer, treasurer and chief financial officer, executive director, or any person with the responsibilities of any of these positions (whether or not the person is an officer of the Organization under the Organization’s Bylaws).
  3. Any key employee who (a) has responsibilities or influence over the organization similar to that of officers, directors, or trustees; or (b) manages a program that represents 10% or more of the activities, assets, income, or expenses of the organization; or (c) has or shares authority to control 10% or more of the organization’s capital expenditures, operating budget, or compensation for employees.

Interest means any commitment, investment, relationship, obligation, or involvement, financial or otherwise, direct or indirect, that may influence a person’s judgment, including receipt of compensation from the Organization, a sale, loan, or exchange transaction with the Organization.

A conflict of interest is present when, in the judgment of the Board of Directors, an insider’s stake in the transaction is such that it reduces the likelihood that an insider’s influence can be exercised impartially in the best interests of the Organization.

Transaction means any transaction, agreement, or arrangement between an insider and the Organization, or between the Organization and any third party where an insider has an interest in the transaction or any party to it.

Article II: Procedures

  1. Duty to Disclose

Each insider shall disclose to the BOD all material facts regarding his or her interest in the transaction, promptly upon learning of the proposed transaction.

  1. Determining Whether a Conflict of Interest Exists

With regard to an insider, the BOD shall determine if a conflict of interest exists. The insider(s) and any other interested person(s) involved with the transaction shall not be present during the BOD’s discussion or determination of whether a conflict of interest exists, except as provided in Article IV below.

  1. Procedures for Addressing a Conflict of Interest

The BOD shall follow the procedures set forth in Article IV in order to decide what measures are needed to protect the Organization’s interests in light of the nature and seriousness of the conflict, to decide whether to enter into the transaction and, if so, to ensure that the terms of the transaction are appropriate.

Article III: Review by the Board

The BOD may ask questions of and receive presentation(s) from the insider(s) and any other interested person(s), but shall deliberate and vote on the transaction in their absence. The BOD shall ascertain that all material facts regarding the transaction and the insider’s conflict of interest have been disclosed to the BOD and shall compile appropriate data, such as comparability studies, to determine fair market value for the transaction.

After exercising due diligence, which may include investigating alternatives that present no conflict, the BOD shall determine whether the transaction is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable to the Organization; the majority of disinterested members of the BOD then in office may approve the transaction.

Article IV: Records of Proceedings

The minutes of any meeting of the BOD pursuant to this policy shall contain the name of each insider who disclosed or was otherwise determined to have an interest in a transaction; the nature of the interest and whether it was determined to constitute a conflict of interest; any alternative transactions considered; the members of the BOD who were present during the deliberations on the transaction, those who voted on it, and to what extent interested persons were excluded from the deliberations; any comparability data or other information obtained and relied upon by the BOD and how the information was obtained; and the result of the vote, including, if applicable, the terms of the transaction that was approved and the date it was approved.

Article V: Annual Disclosure and Compliance Statements

Each director, each corporate officer, the top management official, the top financial official, and each key employee of the Organization, shall annually sign a statement on the form attached, that:

  • affirms that the person has received a copy of this conflict of interest policy, has read and understands the policy, and has agreed to comply with the policy; and
  • discloses the person’s financial interests and family relationships that could give rise to conflicts of interest.

Article VI: Violations

If the BOD has reasonable cause to believe that an insider of the Organization has failed to disclose actual or possible conflicts of interest, including those arising from a transaction with a related interested person, it shall inform such insider of the basis for this belief and afford the insider an opportunity to explain the alleged failure to disclose. If, after hearing the insider’s response and making further investigation as warranted by the circumstances, the BOD determines that the insider has failed to disclose an actual or possible conflict of interest, the BOD shall take appropriate disciplinary and corrective action.

Conflict of Interest Policy

Hands and Feet Project (the “Organization”) follows a conflict of interest policy designed to foster public confidence in our integrity and to protect our interest when we are contemplating entering a transaction or arrangement that might benefit the private interest of a director, a corporate officer, our top management official and top financial official, or any of our key employees.

Part I. Disclosure of Financial Interests

We are required annually to file Form 990 with the Internal Revenue Service, and the form we file is available to the public. To complete Form 990 fully and accurately, we need each officer, director and key employee to disclose the information requested in this Part II.

A “conflict of interest,” for purposes of Form 990, arises when a person in a position of authority over an organization, such as an officer, director, or key employee, may benefit financially from a decision he or she could make in such capacity, including indirect benefits such as to family members or businesses with which the person is closely associated.