CONFLICT OF INTEREST POLICY

of

The Curtis-Jones Foundation

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SECTION 1. PURPOSE:

The Curtis-Jones Foundation is a nonprofit, tax-exempt organization.

Maintenance of its tax-exempt status is important both for its continued financial

stability and for public support. Therefore, the IRS as well as state regulatory and

tax officials view the operations of The Curtis-Jones Foundation as a non-profit

organization, which is subject to scrutiny by and accountable to such

governmental authorities as well as to members of the public. Consequently,

there exists between its Board, Officers of the Curtis-Jones Foundation, and

management employees and the public a fiduciary duty, which carries with it a

broad and unbending duty of loyalty and fidelity. The Board, Officers, and

management employees have the responsibility of administering the affairs of

The Curtis-Jones Foundation honestly and prudently, and of exercising their best

care, skill, and judgment for the sole benefit of The Curtis-Jones Foundation.

Those persons shall exercise the utmost good faith in all transactions involved in

their duties, and they shall not use their positions with The Curtis-Jones

Foundation or knowledge gained there from for their personal benefit. The

interests of the organization must be the first priority in all decisions and actions.

SECTION 2. PERSONS CONCERNED:

This statement is directed not only to directors and officers, but to all employees

who can influence the actions of The Curtis-Jones Foundation for example, this

would include all who make purchasing decisions, all persons who might be

described as "management personnel," and anyone who has proprietary

information concerning The Curtis-Jones Foundation.

SECTION 3. AREAS IN WHICH CONFLICT MAY ARISE:

Conflicts of interest may arise in the relations of the Board, Officers, and

management employees with any of the following third parties:

1. Persons and firms supplying goods and services to The Curtis-Jones

Foundation;

2. Persons and firms from whom The Curtis-Jones Foundation leases property

and equipment;

3. Persons and firms with whom The Curtis-Jones Foundation is dealing or

planning to deal in connection with the gift, purchase or sale of real estate,

securities, or other property;

4. Competing or affinity organizations;

5. Donors and others supporting The Curtis-Jones Foundation;

6. Agencies, organizations. and associations which affect the operations of

The Curtis-Jones Foundation; and,

7. Family members, friends, and other employees.

SECTION 4. NATURE OF CONFLICTING INTEREST:

A conflicting interest may be defined as an interest, direct or indirect, with any

persons or firms mentioned in Section 3. Such an interest might arise through:

1. Owning stock or holding debt or other proprietary interests in any third party

dealing with The Curtis-Jones Foundation;

2. Holding office, serving on the Board, participating in management, or being

otherwise employed (or formerly employed) with any third party dealing with

The Curtis-Jones Foundation;

3. Receiving remuneration for services with respect to individual transactions

involving The Curtis-Jones Foundation;

4. Using The Curtis-Jones Foundation, time, personnel, equipment, supplies, or

goodwill for other than The Curtis-Jones Foundation -approved activities,

programs, and purposes; and,

5. Receiving personal gifts or loans from third parties dealing or competing with

The Curtis-Jones Foundation receipt of any gift is disapproved except gifts of a

value less than $50, which could not be refused without discourtesy. No personal

gift of money should ever be accepted.

SECTION 5. INTERPRETATION OF THIS STATEMENT OF POLICY:

The areas of conflicting interest listed in Section 3, and the relations in those

areas which may give rise to conflict, as listed in Section 4, are not exhaustive.

Conflicts might arise in other areas or through other relations. It is assumed that

the Board, Officers, and management employees will recognize such areas and

relation by analogy. The fact that one of the interests described in Section 4 exists

does not necessarily mean that a conflict exists, or that the conflict, if it exists, is

material enough to be of practical importance, or if material, that upon full

disclosure of all relevant facts and circumstances it is necessarily adverse to the

interests of the Curtis-Jones Foundation. However, it is the policy of the Board

that the existence of any of the interests described in Section 4 shall be disclosed

before any transaction is consummated. It shall be the continuing responsibility of

the Board, Officers, and management employees to scrutinize their transactions

and outside business interests and relationships for potential conflicts and to

immediately make such disclosures.

SECTION 6. DISCLOSURE POLICY AND PROCEDURE:

Transactions with parties with whom a conflicting interest exists may be

undertaken only if all of the following are observed:

1. The conflicting interest is fully disclosed;

2. The person with the conflict of interest is excluded from the discussion and

approval of such transaction;

3. A competitive bid or comparable valuation exists; and

4. The Board has determined that the transaction is in the best interest of the organization.

 

Disclosure in the organization should be made to the chief executive officer (or if

she or he is the one with the conflict, then to the Board Chair/President), who shall bring the

matter to the attention of the Board.

 

Disclosure involving the Board should be made to the Board Chair/President, (or if she or he

is the one with the conflict, then to the Board Vice-Chair) who shall bring these

matters to the Board. The Board shall determine whether a conflict exists and

in the case of an existing conflict, whether the contemplated transaction may be

authorized as just, fair, and reasonable to The Curtis-Jones Foundation. The

decision of the Board on these matters will rest in their sole discretion, and their concern

must be the welfare of The Curtis-Jones Foundation.

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