Conflict of Interest Policy

                                                                                                                    2/25/16

123 Up And Adam, Inc

Conflict of Interest Policies: Disclosure, Monitoring, and Enforcement

Because of the Intermediate Sanctions Rules and their associated penalties, 123 Up And Adam, Inc. shall maintain a: Conflict of interest policy that will help protect the organization and its Directors, Officers, Staff, Volunteers, and Employees,

Best practices

In addition to maintaining the organization’s Conflict of Interest Policy, 123 Up And Adam, Inc. shall take steps that help the organization meet the requirements and avoid problems.

Rebuttable presumption

If a “disqualified person” engages in a transaction (including receipt of compensation) with the organization, 123 Up And Adam, Inc’s Board of Directors shall make sure that the transaction meets the “rebuttable presumption of reasonableness”  This means that:

123 Up And Adam, Inc shall make certain (1) the transaction is at arm’s length, (2) comparability data is reviewed and considered, and (3) the transaction is approved and documented in advance by the organization’s Board of Directors, not including any disqualified persons.

Annual Disclosure Statements

123 Up And Adam, Inc shall ask its Directors, Officers, and key employees to annually sign a statement affirming that they have received a copy of the conflict of interest policy, have read and understand the policy and have agreed to comply with its terms. Each director, officer, and key employee should also be asked to disclose any financial interests or family relationships that could give rise to a conflict of interest.

Professional advice

123 Up And Adam, Inc shall obtain professional advice if there is ever a question about a conflict of interest. Professionals can guide the organization through the necessary procedures.

123 Up and Adam Inc. Board of Directors or any member of one of the organization’s committees or any key employee Shall not use the organization’s assets for private benefit.

As a way of complying with the Internal Revenue Service Private Inurement Rule, the organization has taken steps to:

  • Adopt a Conflict-of-Interest Policy
  • Regularly monitor compliance with the policy
  • Ask the 123 Up And Adam, Inc’s Board of Directors and others covered by the policy to disclose, any relationships with people doing business with the organization that could give rise to a conflict of interest.

123 Up and Adam Inc. will  need to provide ( on Form 990 ) information, on how the organization adopted the policy and how we enforce it. To accomplish this The conflict-of-interest policy shall:

  • Define what constitutes a conflict of interest.
  • Provide a means for individuals to disclose information that will help identify conflicts of interest.
  • Outline the procedures to be followed in managing conflicts of interest.

Disclosure of conflicts

At least once a year, 123 Up and Adm Inc. will distribute a certification and disclosure form to its officers, directors, and key employees, in which he or she will certify that they:

  • Have received a copy of the conflicts of interest policy
  • Have read and understands the policy
  • Agree to comply with the policy

123 Up and Adam Inc. shall only engage in activities that accomplish one or more of the exempt purposes stated in the organization’s Articles of Incorporation and not engage in banned activities and transactions.

The Board of Directors or appropriate committee shall develop the organization’s Certification and Disclosure form. This form shall also require each person to either:

  • Certify that he or she has no actual or possible conflict of interest to report or
  • Describe any relationships, transactions, or other circumstances, including those of family members, that could result in a conflict between 123 Up and Adam Inc. interests and his or her personal financial interests or any other.

123 Up and Adam Inc. will provide persons covered by the conflict-of-interest policy, with a copy. The covered person’s will then be required to complete and sign the certification and disclosure form, which will be retained in the 123 Up and Adam Inc’s files.

Monitoring and Enforcement

123 Up and Adam Inc. will review the annual disclosure forms submitted by covered persons, and compile and maintaining a list of potentially conflicted entities and individuals, as a means of identifying possible conflicts.

123 Up and Adam Inc. will assign a person the responsibility for maintaining the list and screening for possible conflicts of interest.

When dealing with vendors and service providers, 123 Up and Adam Inc. will ask the vendor or service provider to disclose any relationship personal or financial that the vendor or service provider has with any of 123 Up and Adam Inc’s directors, officers, staff or volunteers. 123 Up and Adam Inc. will review transactions involving any expenditure of funds. If a possible conflict is identified with respect to a proposed transaction.

Steps 123 Up and Adam Inc. will take are

  1. The person with the potential conflict with respect to a transaction will disclose the conflict.
  2. The person will not participate or be present at any meeting during which the discussion of the possible conflict of interest takes place.
  3. The President will, if appropriate, appoint a committee of the board made up of disinterested directors to investigate alternatives to the proposed transaction.
  4. If a more advantageous transaction is not reasonably available, the board or committee should determine, by a majority vote of the disinterested directors, whether the transaction is in 123 Up and Adam Inc’s best interest and is fair and reasonable.
  5. 123 Up and Adam Inc. shall document, any decisions related to transactions involving an actual or possible conflict of interest.
  1. 123 Up and Adam Inc. Board of Directors shall take appropriate disciplinary and corrective action if a person who is covered by the Conflict-of-Interest Policy fails to disclose an actual or possible conflict of interest.

123 Up and Adam Inc. Board of Directors or any appropriate committee assigned the task shall document and regularly monitor and enforce compliance with the organization’s Conflict of Interest Policy we will describe:

 Conflict of Interest Policy for 123 Up and Adam Inc.

Article I Purpose

The purpose of the conflict-of-interest policy is to protect 123 Up and Adam Inc. interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of 123 Up and Adam Inc. or might result in a possible excess benefit transaction. 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

Interested Person

Any director, principal officer, key employee or member of a committee with board-delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

Financial Interest

A Person has a financial interest if the person has, directly or indirectly through business, investment, or family:

  1. An ownership or investment interest in any entity with which 123 Up and Adam Inc. has a transaction or arrangement
  2. A compensation arrangement with 123 Up and Adam Inc. or with any entity or individual with which 123 Up and Adam Inc. has a transaction or arrangement
  3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which 123 Up and Adam Inc. is negotiating a transaction or arrangement.
  • Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
  • A financial interest is not necessarily a conflict of interest. Under Article III, Section 2: a person who has a financial interest may have a conflict of interest only if the Board of Directors or committee decides that a conflict of interest exists.

Article III Procedures

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 and members of committees with board delegated powers considering the proposed transaction or arrangement.

Determining whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he or she will leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members will decide if a conflict of interest exists.

Procedures for addressing the Conflict of Interest

  1. An interested person may make a presentation at the board or committee meeting, but after the presentation, he or she will leave the meeting during the discussion of and the vote on, the transaction or arrangement involving the possible conflict of interest.
  2. The President of the board or committee will, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
  3. After exercising due diligence, the Board or committee will determine whether 123 Up and Adam Inc. can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

If a more advantageous transaction or arrangement is not reasonably possible the Board or committee will determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the 123 Up and Adam Inc’s best interest.

Violations of the Conflict of Interest Policy

  1. If the Board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it will inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
  2. If after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board or committee determines the member has failed to disclose an actual or possible conflict of interest, it will take appropriate disciplinary and corrective action.

Article IV Records of Proceedings

The minutes of the Board of Directors and all committees with board-delegated powers will contain:

  • The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest.
  • The nature of the financial interest.
  • Action’s to determine whether a Conflict of Interest was present.
  • The Board of Directors or appropriate committees decision as to whether a conflict of interest in fact existed.
  • The names of the persons who were present for discussions
  • The content of the discussion, including any alternatives to the proposed transaction or arrangement
  • A record of any votes taken in connection with the proceedings.

Article V Compensation

A voting member of the Board of Directors who receives compensation, from 123 Up and Adam Inc. for services is precluded from voting on matters pertaining to that member’s compensation.

A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, from 123 Up and Adam Inc. for services is precluded from voting on matters pertaining to that member’s compensation.

Article VI Statements

Each director, Officer, and member of a committee with board-delegated powers will annually sign a statement which affirms such person:

  • Has received a copy of the conflict of interest policy
  • Has read and understands the policy
  • Has agreed to comply with the policy and Understands 123 Up and Adam Inc. is Charitable and in order to maintain this status it must engage primarily in activities which accomplish one or more of its stated purposes in the organization’s Articles of Incorporation.

Article VII Periodic Reviews

To ensure that 123 Up and Adam Inc. operates in a manner consistent with its charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews will be conducted. The periodic reviews shall include the following subjects:

  • Whether compensation arrangements and Benefits are reasonable
  • Whether partnerships, joint ventures, and arrangements with staff conform to 123 Up and Adam Inc. written policies,
  • Are Properly recorded
  • Reflect reasonable investment or payments for goods and services
  • Further charitable purposes
  • Do not result in inurement, Banned private benefit, or in an excess benefit transaction.

Article VIII Use of outside experts

When conducting the periodic reviews as provided for in Article VII, 123 Up and Adam Inc. may, but does not have to use outside advisors. If outside experts are used, their use will not relieve the Board of Directors their responsibility for ensuring that periodic reviews are conducted.

Conflict of Interest Certification and Disclosure Form

Name:

Position:

Date:

Certification

By signing this form below, I certify that:

I have received a copy of 123 Up and Adam Inc. conflict-of-interest policy.

I have read and understand the policy.

I agree to comply with the policy

I understand that 123 Up and Adam Inc. is a Massachusetts nonprofit charitable organization and in order to maintain this status it must engage primarily in activities that accomplish one or more of its exempt purposes and not engage in activities and transactions that provide impermissible benefits to individuals or entities.

Conflict of Interest Disclosure

Please certify that you either have no actual or possible conflict of interest to report, or describe below any relationships, transactions, positions you hold (volunteer or otherwise), or circumstances that you believe could contribute to an actual or possible conflict of interest between 123 Up and Adam, Inc. and your personal interests, financial or otherwise:

I have no conflict of interest to report.

I have the following actual or possible conflicts of interest to report.

Please specify

Any actual transactions you are aware of between 123 Up and Adam, Inc. and any entity or person with which you have a business, investment, or family relationship.

Please attach

A supplemental statement if you have additional actual or possible conflicts of interest to disclose.

Possible future conflicts

For the purposes of determining possible future conflicts of interest, please also specify other nonprofit and for-profit boards on which you and or your spouse sit, any for-profit businesses for which you or an immediate family member are an officer or director, or a majority shareholder, and the name of your employer and any businesses you or a family member own.

I hereby certify that the information set forth above is true and complete to the best of my knowledge.

Signature:                                                      

Date: