Conflict of Interest Policy

POLICY TYPE: GOVERNANCE PROCESS
POLICY TITLE: CONFLICT OF INTEREST
LEVEL: GOVERN #2E-1

The board commits itself and its members to ethical, businesslike, and lawful conduct, including proper use
of authority and appropriate decorum when acting as board members.

Accordingly,
A. Purpose:
1. The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (The
Alliance for Astronomy, Inc.) interest when it is contemplating entering into a transaction or
arrangement that might benefit the private interest of an officer, director or member of a
committee of the Organization 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.

B. Definitions:
1. Interested Person: Any director, principal officer, or member of a committee with governing
board delegated powers, who has a direct or indirect financial interest, as defined below, is an
interested person.
2. Financial Interest: A person has a financial interest if the person has, directly or indirectly,
through business, investment, or family:
a. An ownership or investment interest in any entity with which the Organization has a
transaction or arrangement.
b. A compensation arrangement with the Organization or with any entity or individual with
which the Organization has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any
entity or individual with which the Organization 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 3, Section 2, a person
who has a financial interest may have a conflict of interest only if the appropriate governing board
or committee decides that a conflict of interest exists.

C. Procedures:
1. 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 directors and members of committees with governing board delegated
powers considering the proposed transaction or arrangement.
2. 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/she shall leave the
governing board or committee meeting while the determination of a conflict of interest is
discussed and voted upon. The remaining board or committee members shall decide if a conflict
of interest exists.
3. Procedures for Addressing the Conflict of Interest:
a. An interested person may make a presentation at the governing board or committee
meeting, but after the presentation, he/she shall leave the meeting during the discussion of,
and the vote on, the transaction or arrangement involving the possible conflict of interest.
Govern #2E-1 1
b. The chairperson of the governing board or committee shall, if appropriate, appoint a
disinterested person or committee to investigate alternatives to the proposed transaction or
arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether
the Organization 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.
d. If a more advantageous transaction or arrangement is not reasonable possible under
circumstances not producing a conflict of interest, the governing board or committee shall
determine by a majority vote of the disinterested directors whether the transaction or
arrangement is the Organization’s best interest, for its own benefit, and whether it is fair
and reasonable. In conformity with the above determination it shall make its decision as
to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy:
a. If the governing board or committee has reasonable cause to believe a member has failed
to disclose actual or possible conflicts of interest, it shall inform the member of the basis
for such belief and afford the member an opportunity to explain the alleged failure to
disclose.
b. If, after hearing the member’s response and after making further investigation as
warranted by the circumstances, the governing board or committee determines the
member has failed to disclose an actual or possible conflict of interest, it shall take
appropriate disciplinary and corrective action.

D. Records of Proceedings: The minutes of the governing board and all committees with board delegated
powers shall contain:
a. 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, any
action taken to determine whether a conflict of interest was present, and the governing board’s or
committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relation to the transaction or
arrangement, and a record of any votes taken in connection with the proceedings.

E. Compensation
a. A voting member of the governing board who receives compensation, directly or indirectly, from
the Organization for services is precluded from voting on matters pertaining to the member’s
compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who
receives compensation, directly or indirectly, form the Organization for services is precluded form
voting on matters pertaining to that member’s compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes
compensation matters and who receives compensation, directly or indirectly, form the
Organization, either individually or collectively, is prohibited from providing information to any
committee regarding compensation.

F. Annual Statements: Each director, principal officer and member of a committee with governing board
delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization is charitable and in order to maintain its federal tax exemption it
must engage primarily in activities which accomplish one or more of its tax-exempt purposes.


G. Periodic Reviews: To ensure the Organization operates in a manner consistent with charitable purposes
and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be
conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensating arrangements and benefits are reasonable, based on competent survey
information and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to
the Organization’s written policies, are properly recorded, reflect reasonable investment or payments
for goods and services, further charitable purposes and do not result in inurement, impermissible
private benefit or in an excess benefit transactions.

H. Use of Outside Experts: When conducting the periodic reviews as provided in Article G, the
Organization may, but not need not, use outside advisors. If outside experts are used, their use shall not
relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

Approved by Board Attest: , Secretary
Govern #2E-1 3
Comments