Massive Good Conflict of Interest Policy

Article I. Purpose

Massive Good exists to help people in need with money entrusted to us by donors. This policy protects the organization's interests when it considers any decision, transaction, or case that might benefit the private interest of a director, officer, employee, or other person with influence over the organization. It supplements, and does not replace, applicable state and federal law governing conflicts of interest in nonprofit and charitable organizations.

Article II. Who is covered

This policy applies to every director, officer, committee member with board-delegated authority, employee, case manager, and anyone else who participates in deciding which cases Massive Good funds, which vendors or contractors it pays, or how it compensates anyone (each a "Covered Person").

Article III. Definitions

1. Interested Person. A Covered Person who has, directly or indirectly, a Financial Interest or a Personal Interest in a matter before the organization.
2. Financial Interest. A person has a Financial Interest if the person, or a Family Member, has, directly or indirectly, through business, investment, or family:
   a. an ownership or investment interest in any entity with which Massive Good has or is negotiating a transaction or arrangement;
   b. a compensation arrangement with Massive Good or with any entity or individual with which Massive Good has or is negotiating a transaction or arrangement; or
   c. a potential ownership, investment, or compensation arrangement with any entity or individual with which Massive Good is negotiating.
   Compensation includes direct and indirect remuneration and gifts or favors that are not insubstantial.
3. Personal Interest. A person has a Personal Interest in a case if the applicant, beneficiary, or a vendor to be paid on the case is the Covered Person, a Family Member, a household member, a business partner, an employer or employee, or anyone with whom the Covered Person has a close personal relationship.
4. Family Member. A spouse, domestic partner, parent, child, sibling, grandparent, grandchild, in-law of any of these, and anyone sharing the Covered Person's household.
5. A Financial or Personal Interest is not necessarily a conflict of interest. Under Article V, a conflict exists only if the disinterested members of the Board or committee decide one exists.

Article IV. Duty to disclose

An Interested Person must disclose the existence of the Financial or Personal Interest and all material facts to the Board, or to the committee or officer considering the matter, before the matter is discussed or decided. Disclosure is required whether or not the Interested Person believes the interest would affect their judgment.

Article V. Determining whether a conflict exists

After disclosure and any discussion with the Interested Person, the Interested Person leaves the meeting while the remaining disinterested members decide whether a conflict of interest exists.

Article VI. Procedures for addressing a conflict

1. The Interested Person may present information about the matter but must leave the meeting before deliberation and may not vote.
2. The chair may appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the Board or committee shall determine whether Massive Good can obtain, with reasonable effort, a more advantageous transaction or arrangement from a person or entity that would not create a conflict.
4. If a more advantageous alternative is not reasonably possible, the disinterested directors shall determine by majority vote whether the transaction or arrangement is in Massive Good's best interest, for its own benefit, and fair and reasonable. The decision is made on that basis.

Article VII. Case decisions and payments

1. Massive Good will not fund a case in which a Covered Person or a Family Member is the applicant or beneficiary.
2. A Covered Person with a Personal Interest in a case may not participate in evaluating, approving, or administering that case, and must disclose the interest under Article IV.
3. When a vendor, contractor, or service provider paid on a case is related to a Covered Person by family, employment, or business, the relationship must be disclosed, the Covered Person is recused, and the disinterested decision-makers must document that the price and terms are at or below what an unrelated provider would charge.
4. The same rules apply to in-kind contributions and referrals that result in payment.

Article VIII. Violations

1. If the Board or committee has reasonable cause to believe a Covered Person failed to disclose an actual or possible conflict, it shall inform the person of the basis for that belief and give them an opportunity to explain.
2. If, after hearing the response and investigating further as warranted, the Board or committee determines the person failed to disclose, it shall take appropriate disciplinary and corrective action, which may include removal from the matter, from office, or from employment.

Article IX. Records

Minutes of the Board and of any committee with board-delegated authority shall record:

1. the names of persons who disclosed or were found to have a Financial or Personal Interest, the nature of the interest, any action taken to determine whether a conflict existed, and the decision;
2. the names of persons present for discussions and votes, the content of the discussion, alternatives considered, comparability data relied on, and a record of each vote.

Article X. Compensation

1. A voting member of the Board who receives compensation, directly or indirectly, from Massive Good may not vote on matters pertaining to that compensation.
2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation from Massive Good may not vote on matters pertaining to that compensation.
3. Such persons may provide information to the Board or committee regarding compensation.
4. Compensation decisions shall be based on comparability data for similar positions at similar organizations and documented under Article IX.

Article XI. Annual statements

Each Covered Person shall sign a statement annually affirming that the person:

1. has received a copy of this policy;
2. has read and understands it;
3. agrees to comply with it;
4. understands that Massive Good is charitable and, to maintain its federal tax exemption, must engage primarily in activities that accomplish one or more of its tax-exempt purposes; and
5. has disclosed in writing all Family Members serving as directors, officers, or employees, all business or investment relationships with Massive Good's vendors or contractors, and any other relationship that could give rise to a conflict.

Article XII. Periodic reviews

To ensure Massive Good operates in a manner consistent with its charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, the Board shall conduct a review at least annually covering:

1. whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's-length bargaining;
2. whether payments to vendors and contractors, including any related to Covered Persons, were fair, documented, and furthered charitable purposes;
3. whether case funding decisions complied with Article VII; and
4. whether any partnerships, joint ventures, or arrangements with management organizations conform to written policies, are properly recorded, reflect reasonable payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or an excess benefit transaction.

Article XIII. Use of outside experts

The Board may use outside advisors in conducting periodic reviews. Their use does not relieve the Board of its responsibility for ensuring the reviews are conducted.