Conflict of Interest Policy

Purpose

The purpose of this Conflict of Interest Policy is to protect the interests of the Transgender Healthcare Access Fund (THAF) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, director, employee, or volunteer of THAF 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 conflicts of interest applicable to nonprofit and charitable organizations.

Definitions

Interested Person: Any director, officer, employee, 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. An interested person includes any individual who has the authority to make decisions on behalf of THAF or who participates in the decision-making process regarding transactions, contracts, or arrangements that may affect the organization's interests.

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 THAF has a transaction or arrangement, including but not limited to stock ownership, partnership interests, or any other equity interest; (b) a compensation arrangement with THAF or with any entity or individual with which THAF has a transaction or arrangement, including salaries, consulting fees, commissions, or other forms of compensation; (c) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which THAF is negotiating a transaction or arrangement; or (d) any other interest that could reasonably be expected to influence the judgment or decision-making of the interested person in matters affecting THAF.

Conflict of Interest: A conflict of interest exists when an interested person's private interests, whether financial or otherwise, interfere or appear to interfere with the interests of THAF, or when the interested person's exercise of their duties and responsibilities on behalf of THAF could be influenced or appear to be influenced by their personal interests, relationships, or loyalties.

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 directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. This disclosure must be made in writing and submitted to the Board Chair or Executive Director as soon as the interested person becomes aware of the potential conflict. The interested person must provide complete and accurate information regarding the nature and extent of the financial interest, the identity of the other party or parties involved, and any other facts that may be material to the board's or committee's consideration of the matter.

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, by majority vote of the disinterested directors present, whether a conflict of interest exists. In making this determination, the board or committee shall consider whether the interested person's judgment could be influenced or reasonably appear to be influenced by their personal interests. The minutes of the meeting shall document the disclosure, the determination of whether a conflict exists, and the basis for such determination.

Procedures for Addressing the Conflict of Interest: Once a conflict of interest has been determined to exist, the following procedures shall be followed. An interested person may make a presentation at the governing board or committee meeting to provide information relevant to the proposed transaction or arrangement, but after such 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. 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 and to report back to the board or committee with recommendations. After exercising due diligence and considering all available information, including any alternatives investigated, the governing board or committee shall determine whether THAF 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 under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors present whether the transaction or arrangement is in THAF's best interest, for its own benefit, and whether it is fair and reasonable to THAF and consistent with THAF's charitable purposes.

Annual Statements

Each director, 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 this Conflict of Interest Policy and any amendments thereto; (b) has read, understands, and agrees to comply with this policy; (c) understands that THAF is a charitable organization and that in order to maintain its federal tax exemption and fulfill its charitable mission it must engage primarily in activities that accomplish one or more of its tax-exempt purposes; and (d) has disclosed or will promptly disclose in writing any interests or relationships that could give rise to conflicts of interest. The annual statement shall also require the person to disclose any known financial interests held by their immediate family members, including spouse, parents, children, and siblings, that could give rise to conflicts of interest with THAF. All annual statements shall be maintained in THAF's records for a period of not less than three years.

Periodic Reviews

To ensure THAF 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 by the Board of Directors or a designated committee thereof at least annually. The periodic reviews shall, at a minimum, include the following subjects: whether compensation arrangements and benefits provided to directors, officers, employees, and key contractors are reasonable, based on appropriate comparability data, and justified by the services provided; whether partnerships, joint ventures, and arrangements with management organizations or other related parties conform to THAF's written policies, are properly approved, and are reflected in THAF's governing documents; whether these arrangements reflect reasonable investment or payments for goods and services, based on fair market value and arm's-length negotiations; and whether these arrangements further charitable purposes and do not result in inurement, impermissible private benefit, or excess benefit transactions that could jeopardize THAF's tax-exempt status. The results of such periodic reviews shall be documented in the minutes of the board or committee meetings at which they are conducted.

Use of Outside Experts

In conducting the periodic reviews, THAF may, but 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.