The purpose of this policy is to protect the interests of Labouré Society and the Labouré Fund LLC by:

• Preventing the personal interest of the Board Members, and Employees from interfering with their duties to the organization.
• Avoiding any unethical financial, professional, or political gain on the part of such individuals.
• Identifying, disclosing, reviewing, and managing actual or potential conflicts of interest in connection with the Labouré Society’s charitable mission.

This policy is intended to supplement, not replace, applicable state and federal laws governing conflicts of interest for nonprofit and charitable corporations. In particular, any transaction in which a Director, Officer, or committee member has a financial interest shall be governed by Minnesota Statutes, Chapter 317A, as amended from time to time.

This statement applies to Board Members and Employees who can influence the governance and actions of Labouré Society and the Labouré Fund LLC. This includes family members and anyone who has influence over or makes financial decisions, might be serve in a management or advisory capacity, or have proprietary information regarding Labouré Society.

For the purposes of this policy, “family members” includes a spouse, parents, siblings, children, any other relative who resides in the same household as the Person, and any other individual with whom the Person has a legally recognized familial relationship.

• An ownership or investment interest in any entity with which Labouré has a transaction or arrangement, or is negotiating a transaction or arrangement.
• A compensation arrangement with Labouré or with an entity or individual with which Labouré has a transaction or arrangement or is negotiating such.
• A family member with any of the interests described above, or a family member who serves as an officer, director, employee, member, partner, trustee, or controlling stockholder of an entity that has (or seeks) a transaction or arrangement with Labouré.

Note: A financial interest is not necessarily a conflict. A Person with a financial interest has a conflict only if the Board or appropriate committee determines that a conflict exists after review of the facts.

1. Duty to Disclose
Each Board Member or Employee and any other Interested Person is under an obligation to disclose the existence or potential existence of a Conflict of Interest as it arises.

All Persons subject to this policy shall promptly disclose to the Chairman of the Board of Directors of the Labouré Society any actual, potential, or perceived conflict of interest at the earliest practical time. A Person who makes such disclosure is an “interested party.”

2. Investigating Conflicts
When a potential Conflict of Interest is disclosed, the Board of Directors will then provide the interested party with an opportunity to disclose all material facts. The Board will collect all pertinent information and question the involved parties. If it turns out that a conflict does not exist, the inquiry will be documented but no further action will be taken.

3. Addressing a Conflict of Interest
If the Board of Directors determines that a conflict of interest exists, the Board of Directors will take the appropriate actions to address the conflict. This may include but not be limited to the following:

• Presentation and recusal. An interested party may present information to the Board of Directors but must leave the meeting during discussion and abstain from voting on the matter that triggered the conflict. The interested party is not counted for quorum on that vote.
• Disinterested review. The Board of Directors may appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
• More advantageous alternative. After due diligence, the Board of Directors will determine whether Labouré can obtain a more advantageous transaction from a party that does not give rise to a conflict.
• Fairness determination. If no such alternative is reasonably possible, the Board of Directors will determine whether the transaction/arrangement is in Labouré’s best interest and fair and reasonable. If so, the Board of Directors may authorize the transaction in good faith.

All potential conflicts of interest will be reviewed on a case-by-case basis. The Board of Directors has full discretion to deem what actions are appropriate and necessary for disclosed conflicts of interest.
If the Board of Directors reasonably believe a member or staff member failed to disclose an existing or possible Conflict of Interest, it shall inform the individual of the rationale for such belief and grant the individual an opportunity to explain the alleged failure to disclose the Conflict of Interest.
After hearing the individual’s response and investigating further as warranted by the circumstances, the Board of Directors may take appropriate action.

Any Conflict of Interest will be recorded by the Labouré Society Board of Directors, and the meeting minutes will reflect:

• The disclosure(s) made, the nature of the conflict, and the parties involved;
• The material facts of the proposed transaction or arrangement;
• The recusals/abstentions and the fact the interested party was not present for discussion or voting; and
• The final determination of the Board/committee (including findings on alternatives and fairness), and any further steps.

All Board Members of the Labouré Society and the Labouré Fund LLC along with all employees and other Interested Persons must sign the Labouré Society’s Conflict of Interest Disclosure Statement upon said individual’s term of office, employment, or other relationship with Labouré Society and must do so annually. Failure to sign does not nullify the policy.

By signing, the individual named below:

• has read this policy
• understands what constitutes a Conflict of Interest (COI)
• Has agreed to comply with the COI policy
• Agrees to disclose any conflict of interest as it arises
• Understands the procedures for addressing a COI

The signee agrees to abide by the procedures set forth by this policy for the duration of their relationship with Labouré Society.

Name (printed): _________________    Date: __/__/____

Signature: ______________________

NOTE:

All information collected under this policy, including financial interests, affiliations, and family relationships, is used solely to identify, assess, document, and manage potential or actual conflicts of interest. Access is limited to the Board of Directors, staff, or members with a need to know. COI information will not be used for fundraising, marketing, or unrelated purposes.

See our Privacy Policy for how we protect personal information and your choices: https://rescuevocations.org/privacy-policy/

The Conflict of Interest Policy will be reviewed periodically, no less than annually, by the Board of Directors.