District 4 Coalition Conflict of Interest Policy

Section 1 – Purpose

District 4 Coalition (“D4C”), and its leadership are subject to legal requirements relating to conflicts of interest. For example:
● The Oregon Nonprofit Corporation Law (“Nonprofit Law”) limits transactions between D4C and its directors, family members and businesses of directors.
● Oregon corporation law provides that directors owe D4C a duty of loyalty which requires a director to place the interest of the organization above their own in any transaction in which the two may come into conflict.
● Federal tax law and D4C’s Articles of Incorporation provide that no part of the net earnings or assets of D4C may inure to (benefit) its directors, officers, and
other private persons.
● Federal tax law requires public disclosure regarding, among other things, relationships between D4C and its leaders, the independence of D4C’s board of directors (“Board”), and the compensation of D4C’s leadership. D4C adopts this Conflict of Interest Policy (“Policy”) to facilitate compliance with these laws and provide procedures for addressing situations which involve, or may appear to involve, conflicts of interest. This Policy is intended to help D4C avoid situations where the personal interests of key leaders may affect, or be perceived as affecting, their judgment when carrying out their duties to D4C, or which may result in personal gain at the expense of D4C.
D4C acknowledges that no policy can encompass every situation that presents risks to impartial decision-making. In the end, D4C’s effective management of conflicts depends on the good judgment and integrity of its leadership as well as full compliance with the requirements set out in this Policy. D4C encourages individuals to talk to the Executive Director if they have questions or concerns about specific situations.

Section 2 – Core principles: disclosure and review process

It is the policy of D4C that its directors, officers, and key employees promptly and fully disclose any actual, apparent, or potential conflicts of interest (as defined below); that no key leaders (as defined below) vote or otherwise participate in any decision by D4C in any matters in which they have a conflict of interest; that D4C follow a disciplined, documented process in making decisions about such matters; and that D4C comply with all applicable legal requirements relating to such matters.

Section 3 – Definitions: covered persons and situations

For the purposes of this Policy, the following terms have the following definitions:
A “conflict of interest” arises when a key leader involved in a decision for D4C may have a personal interest in the outcome. The personal interest may be economic, in that it may result in direct dealing with a financial benefit to the key leader or to their family member; or the personal interest may be professional/associational, such as when the key leader, family member, or acquaintance of the key leader is on the board of directors of, is an investor in or substantial donor to, works or provides services to, or collaborates or competes with, the other party to the proposed transaction or relationship with D4C.
“Family member” means any spouse, ancestors, parents-in-law, siblings (whether
whole or half-blood), siblings-in-law, descendants, children (whether natural or
adopted), grandchildren, great- grandchildren, and spouses of siblings, children,
grandchildren, and great-grandchildren.
A “key employee” per federal law is any D4C employee who receives more than
$150,000 in annual compensation and meets at least one of the following criteria: (a) has management responsibility over at least 10% of D4C’s assets, income, expenses or activities, (b) has or shares authority to control or determine at least 10% of D4C’s capital expenditures, budget, or employee compensation, or (c) has responsibilities, powers, or influence over D4C as a whole similar to those of officers, directors, or trustees.
“Key leaders” are D4C’s directors, officers, and key employees.

Section 4 – Disclosure by covered persons

a. Disclosure: Upon election, hiring, or appointment, and annually thereafter, key leaders must complete an annual affirmation and disclosure statement in the form provided by D4C. In this document, the key leader must disclose all affiliations or other matters that could give rise to a conflict of interest and confirm the key leader’s commitment to comply with this Policy.
b. Conflicts of interest as they arise: Key leaders should promptly disclose to
D4C any affiliations or other matters that constitute or could result in a conflict
of interest.
c. Continuing attention: Key leaders have a continuing responsibility to review
their business, personal, and philanthropic interests, and their family and other
close relationships, for actual, apparent, or potential conflicts of interest, and to
make such disclosure to D4C as appropriate. This Policy is best served by
adopting a “when in doubt, disclose” approach. If a key leader is uncertain
whether to identify a particular relationship, the key leader should consult the
Executive Director.

Section 5 – Procedures for reviewing conflicts

a. Abstention from decision-making: In all situations calling for disclosure, the
interested key leader should abstain from voting or otherwise participating in the
decision other than by making the required disclosure and providing any other
information requested by the decision-makers.
b. Review: With regard to an employee, the Executive Director will determine the
appropriate response by D4C in line with the principles set out in this Policy, including, without limitation, review by the Board. With regard to a director or officer, or on employee matters referred to it by the Executive Director, the Board will determine the appropriate response by D4C in light of the nature of the conflict.
c. Action by the Board: The Board will take such actions as it believes are appropriate in the circumstances and as may be required under federal tax, state law principles, or this Policy. These actions may include limiting review to specified directors, obtaining information from the interested key leader, reviewing information about comparable transactions, tasking a committee to review, and obtaining advice from counsel or other advisors. As a general matter, the Board may approve a decision or transaction where a key leader has a conflict of interest if the following steps are taken:
i. Non-participation by interested key leader. The interested key
leader leaves the room during the Board’s consideration of the decision
or transaction.
ii. Factual consideration. The disinterested Board members compile and
review all material facts regarding the decision or transaction and the
interest.
iii. Findings by Board. The disinterested Board members determine after
reasonable investigation that D4C cannot obtain with reasonable efforts
a more advantageous arrangement with a person or entity that would
not give rise to a conflict of interest, and that the decision or transaction
is fair and reasonable to D4C and for its benefit and not for the benefit
of the interested key leader.
iv. Vote by Board. The disinterested Board members vote to
approve the decision or transaction by a majority of the directors
then in office, not counting the votes of any interested Board
members.
v. Documentation. The Secretary (or some other Board member or
officer in the Secretary’s absence) prepares complete minutes of the
Board’s consideration of the decision or transaction. The minutes
should note: a description of the decision or transaction and the date
the action was taken; Board members who were present during the
meeting and those members who voted; and data obtained and relied
upon and how the data were obtained.

Section 6 – Related matters

a. Duty of loyalty: Directors have a duty to give their undivided loyalty to the charitable corporation. Decisions regarding the organization’s funds and activities must promote the organization’s public purpose rather than private interest, as more fully set forth in DC4’s Duty of Loyalty policy.
b. Board composition: Pursuant to IRS requirements, at least 51% of D4C’s voting Board members must be unrelated. Additionally, the Board should be able to establish a quorum of majority-unrelated directors in order to conduct official business.
c. Loans to directors and officers: In line with ORS 65.364 of the Nonprofit Law, D4C will not loan any money to an officer or director. The only statutory exception is loans for executive relocation expenses under certain circumstances.
d. Personal use; gifts: Key leaders may not use or authorize the use of the name, logo, or other property of D4C for the benefit of the key leader or any other person or entity, except as approved by the D4C Board. Key leaders may not accept or give any payments, gifts, loans, or other favors from or to anyone who is doing, or wishes to do, business with D4C, except for items of nominal value or as otherwise approved by D4C.
e. Corporate opportunities: Key leaders may not take personal advantage of
opportunities that are discovered through the use of corporate property, information, or one’s position, except as approved by the D4C Board.

Section 7 – Relationship to other laws

This Policy is intended to supplement and not supersede any applicable federal, state, or city laws including laws prohibiting or otherwise relating to self-dealing, private inurement, private benefit, or transactions with interested persons, or government or other contracts that may include conflict of interest requirements. Nothing in this Policy authorizes D4C to engage in any act of self-dealing, inurement or any other act prohibited by law.

Section 8 – Annual Board review

The Board will review this Policy and the disclosures received under this Policy annually, and consider appropriate actions to promote compliance with this Policy.

This policy was adopted by the Board of Directors on September 8th, 2025.