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DocuSign Envelope ID: FB3E3E71-F2B8-41 1A-81 C9-1392ACCOFE1 1 <br /> A financial interest is not necessarily a conflict of interest. Under Article 111, Section 2, a. <br /> person who has a financial interest may have a conflict of interest only if the appropriate <br /> governing board or committee decides that a conflict of interest exists, <br /> ARTICLE 111. PROCEDURES <br /> 1. Duty to Disclose <br /> In connection with any actual or possible conflict of interest, an interested person must <br /> disclose the existence of financial interest and be given the opportunity to disclose all <br /> material facts to the directors and members of committees with governing board <br /> delegated powers considering the proposed transaction or arrangement. <br /> 2. Determining Whether a Conflict of Interest Exists <br /> After disclosure of the financial interest and all material facts, and after any discussion <br /> with the interested person, he/she shall leave the governing board or committee meeting <br /> while the determination of a conflict of interest is discussed and voted upon. The <br /> remaining board or committee members shall.decide if a conflict of interest exists. <br /> 3 Procedures for Addressing the Conflict of Interest <br /> a. An interested person may make a presentation at the governing board or committee <br /> meeting, but after the presentation, he/she shall leave the meeting during the <br /> discussion of, and the vote on, the transaction or arrangement involving the <br /> possible conflict of interest. <br /> b. The chairperson of the governing board or committee shall, if appropriate, appoint <br /> a disinterested person or committee to investigate alternatives to the proposed <br /> transaction or arrangement. <br /> c. After exercising due diligence, the governing board or committee shall determine <br /> whether the Organization can obtain with reasonable efforts a more advantageous <br /> transaction or arrangement from a person or entity that would not give rise to a <br /> conflict of interest. <br /> d. If a more advantageous transaction or arrangement is not reasonably possible Linder <br /> circumstances not producing a conflict of interest, the governing board or <br /> committee shall determine by a majority vote of the disinterested directors whether <br /> the transaction or arrangement is in the Organization's best interest, for its own <br /> benefit, and whether it is fair and reasonable. In conformity with the above <br /> determination it shall make its decision as to whether to enter into the transaction <br /> or arrangement. <br /> Conflict of Interest Policy for The Community Empowerment Fund <br /> Page 2 of 4 <br />