(For Board Members, Officers, and Key Staff)
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1. Purpose
The purpose of this Conflict of Interest Policy (the “Policy”) is to protect the interests of The Tayo Clinic, Inc. (“the Clinic”), a Wisconsin nonprofit corporation, when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Covered Person (as defined below). This Policy is intended to ensure that all decisions made on behalf of the Clinic are based solely on the best interests of the Clinic and not influenced by any personal financial or other gain. It also serves to (a) ensure compliance with applicable Wisconsin law, (b) meet IRS 501(c)(3) requirements for conflict-of-interest policies, and (c) maintain the Clinic’s integrity and eligibility for grants and donations.
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2. Definitions
1.    Covered Persons:
This Policy applies to the following individuals (“Covered Persons”):
o    Board Members (Directors)
o    Officers (President/Chair, Secretary, Treasurer)
o    Key Staff (including the Executive Director, Medical Director, and any staff member or volunteer with significant decision-making authority)
2.    Conflict of Interest:
A Conflict of Interest arises when a Covered Person has an actual or perceived personal or financial interest that could compromise, or appear to compromise, their judgment in carrying out their duties for the Clinic. Conflicts may include, but are not limited to:
o    Financial Interest: An ownership or investment interest in, or compensation arrangement with, an entity or individual that the Clinic deals with or is seeking to deal with (vendors, service providers, donors, etc.).
o    Personal Interest: Family relationships, close personal relationships, or personal affiliations that could create an appearance of impropriety or favoritism.
o    Gifts & Favors: Acceptance of gifts or favors from entities seeking business or personal benefit with the Clinic. (See §7 for specific thresholds.)
o    Compensation to Covered Persons: Receiving financial or other benefits from the Clinic itself (beyond standard reimbursements or fair-market-value compensation for services).
3.    Interested Person:
An Interested Person is any Covered Person who has a Conflict of Interest (financial or otherwise) in a specific transaction or arrangement being considered by the Clinic.
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3. Disclosure of Conflicts
1.    Annual Disclosure:
Each Covered Person shall annually complete and sign a disclosure form listing any potential Conflicts of Interest, including financial interests, outside affiliations, or other relationships that might present a conflict.
2.    Immediate Disclosure of New Conflicts:
If, after filing the annual disclosure, a new potential or actual conflict arises, the Covered Person shall promptly disclose it to the Board President (or other designated officer) before the matter is discussed or voted on by the Board.
3.    Updates in Mid-Year:
A Covered Person must disclose any change in circumstances that could create a conflict as soon as the change occurs, not waiting until the next annual disclosure cycle.
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4. Review & Decision-Making Process
1.    Full Board Review:
Conflicts shall be reviewed by the entire Board of Directors, except that the Interested Person (the one with the conflict) shall leave the meeting during discussion and voting on the matter.
2.    Disclosure Details:
The Interested Person may, prior to recusal, present factual information or answer questions for the Board. However, they must exit the room (or leave the conference call) before deliberation and any vote.
3.    Determination:
o    The disinterested Board members shall decide whether a conflict exists and, if so, whether the proposed transaction or arrangement is fair, reasonable, and in the best interests of the Clinic.
o    In making this determination, the Board may seek comparable data or alternative bids to ensure that any contract or compensation is at fair-market value and does not result in private inurement.
4.    Approval or Rejection:
o    If it is found the arrangement is in the Clinic’s best interest and fair, the Board may approve it by a majority vote of the disinterested Directors (i.e., not counting any conflicted individual).
o    If an equally advantageous arrangement is reasonably available without a conflict, the Board should pursue the alternative to avoid the conflict scenario.
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5. Compensation & Fair-Market Transactions
1.    Permitted with Safeguards:
Covered Persons (including Board members and staff) may be compensated for goods or services they provide to the Clinic only if:
o    The terms are disclosed to the Board in advance;
o    The arrangement reflects fair-market value;
o    The Interested Person is recused from discussion and voting on the matter; and
o    The disinterested Board members determine it is in the Clinic’s best interest to enter into such a transaction.
2.    Documentation of Comparables:
When possible, the Board should gather comparable data (e.g., quotes from other vendors) to confirm that any compensation or contract is fair and consistent with standard rates.
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6. Recusal & Abstention
•    Any Interested Person shall recuse themselves from any discussion or decision related to the conflict.
•    The Interested Person shall not be counted for quorum on that matter and shall abstain from voting.
•    The Board minutes shall note the name of the Interested Person, the nature of the conflict, the steps taken to investigate alternatives, and the final decision of the disinterested Board members.
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7. Gifts & Entertainment
1.    Threshold for Disclosure:
o    Covered Persons must disclose any gift or favor exceeding $100 in value from any entity or individual that has, or seeks to have, a business or financial relationship with the Clinic.
o    Such disclosure should be made to the Board President or Secretary, who shall in turn inform the Board.
2.    Nominal/Token Gifts:
o    Gifts of nominal value (under $100) given as ordinary courtesy or hospitality may be accepted without formal Board approval.
o    Repeated nominal gifts from the same source could be aggregated; if cumulatively exceeding $100 in a 12-month period, they must be disclosed.
3.    Prohibited Gifts:
o    The Board reserves the right to require refusal or return of any gift that could create an appearance of impropriety, even if under $100.
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8. Enforcement & Penalties
1.    First Violation:
o    If the Board or a designated officer determines that a Covered Person has failed to disclose a conflict or otherwise violated this Policy, the Board shall issue a formal written warning outlining the violation and the corrective steps required.
2.    Repeat Violation Within 1 Year:
o    If the same individual violates the policy again within 12 months, they shall be removed from their board or staff position, in accordance with the Clinic’s Bylaws or staff employment policy.
o    Such removal shall be for at least one year, after which the individual may reapply or be reconsidered for Board or staff service if circumstances permit.
3.    Procedure:
o    The Board (excluding any conflicted individual) shall investigate the alleged violation.
o    If it concludes a violation occurred, it shall determine the appropriate penalty under this section.
o    The Board’s decision is final.
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9. Documentation
1.    Minutes:
o    All conflict disclosures, discussions, decisions, and any votes related to conflicts shall be documented in the Board meeting minutes.
o    The minutes should reflect the nature of the conflict, steps taken to address it, and the final decision (including the rationale for approving or rejecting the arrangement).
2.    Annual Disclosure Forms:
o    The Clinic shall maintain each Covered Person’s signed annual disclosure forms (and any updates) in its records for at least 5 years or as required by law.
o    These records must be available for inspection upon official request from auditing bodies or as otherwise required by law.
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10. Policy Review & Acknowledgment
1.    Annual Acknowledgment:
o    Each Covered Person shall annually affirm in writing that they have received a copy of this Policy, read and understand it, and agree to comply with its terms.
2.    Policy Amendments:
o    The Board of Directors may amend this Policy as needed to ensure compliance with evolving legal requirements or best practices. Any amendments shall be communicated to all Covered Persons.