Whistleblower Policy

WITHIN REACH FOUNDATION

Conflict of Interest Policy
for Directors, Officers and Key Persons

Adopted September 23rd, 2021

DEFINITION OF CONFLICT OF INTEREST


This Conflict of Interest Policy (this “Policy”) applies whenever there is any proposed transaction, investment, arrangement, grant, program, or other activity in which (1) WITHIN REACH FOUNDATION (the “Foundation”) would be a participant and one or more Covered Persons or Related Parties, as defined below, would have a financial interest or (2) there could be an actual or perceived conflict of interest for some other reason, including any transaction, investment, arrangement, grant, program, or other activity in which the interests of a Covered Person or Related Party could be seen as competing with the interests of the Foundation.  


defined TERMS


  1. Covered Persons – the Foundation’s directors, officers, and Key Persons.


  1. Key Person – any person, other than a director or officer, whether or not an employee of the Foundation, who (a) has responsibilities or exercises powers or influence over the Foundation as a whole similar to the responsibilities, powers, or influence of directors and officers, (b) manages the Foundation, or a segment of the Foundation that represents a substantial portion of the activities, assets, income, or expenses of the Foundation, or (c) alone or with others controls or determines a substantial portion of the Foundation’s capital expenditures or operating budget.


  1. Related Parties – any of the following: 


  1. Covered Persons; 


  1. The following living relatives of each Covered Person: his or her spouse or domestic partner; his or her ancestors; his or her siblings and half-siblings; his or her children (whether natural or adopted), grandchildren, and great-grandchildren; and the spouse or domestic partner of each of his or her siblings, half-siblings, children, grandchildren, and great-grandchildren;


  1. Any entity or trust of which any individual described in paragraphs (a) or (b) above serves as a director, trustee, officer, or employee; and


  1. Any entity or trust in which any one or more individuals described in paragraphs (a) or (b) above have a 5% or greater ownership or beneficial interest. 


CONFLICT OF INTEREST procedures


  1. Duty to Disclose.  A Covered Person has a duty to disclose in good faith to the Board of Directors of the Foundation (the “Board”) the material facts of any proposed transaction of the Foundation in which such Covered Person or a Related Party of such Covered Person has any actual or potential conflict of interest.  The disclosure should be made prior to any consideration of such proposed transaction by the Board or by any applicable committee of the Board, or promptly after such person has knowledge of the relevant facts if he or she has no actual knowledge prior to the relevant Board or committee action.


  1. Recusal.  Any person having the conflict shall refrain from participating in or attempting to influence any decisions or votes regarding the matter under consideration, and shall retire from the meeting during any deliberations and votes on such matter.  At the request of the Board, the person may present background information or answer questions regarding the matter under consideration prior to the deliberations or vote on such matter. 


  1. Approval.  Any proposed transaction in which a Covered Person or Related Party has a conflict of interest must be approved by a majority of the members of the Board, not including the interested individual, provided that a director may deliberate and vote concerning compensation for service on the Board that is to be made available or provided to all directors on the same or substantially similar terms.  In approving any such transaction, the Board must make a determination that the transaction is fair, reasonable, and in the Foundation’s best interest.  If a Covered Person or Related Party has a substantial financial interest in such transaction, the Board must consider alternative transactions to the extent available.


  1. Record-Keeping.  The minutes of the meeting of the Board shall reflect that the conflict of interest was disclosed, the resolution of the conflict of interest and determinations made, and that the interested person did not vote and was not present during deliberations and vote. If alternative transactions were required to be considered due to the presence of a substantial financial interest, the minutes shall document such consideration as well.


disclosure


Covered Persons must, annually and prior to their initial election or hiring, as the case may be, complete, sign, and submit a disclosure statement, in the form attached (the “Disclosure Statement”) to the Secretary of the Foundation or a designated compliance officer, who will keep a confidential file of these Disclosure Statements.  Complete, candid, and timely completion of the Disclosure Statement is an obligation of each Covered Person.  The Secretary of the Foundation or the designated compliance officer will be responsible for the administration of the annual notification and disclosure procedure.  Completed Disclosure Statements will be provided by the Secretary of the Foundation or the designated compliance officer to the Chair of the Board.  Each Covered Person must disclose on the Disclosure Statement all situations that pose a potential or actual conflict of interest and must identify, to the best of his or her knowledge: 


  1. Any entity or trust of which such Covered Person or a Related Party with respect to such Covered Person is an officer, director, trustee, member, owner (either as a sole proprietor or a partner) or employee and with which the Foundation is known to have (or is known to be in discussions to have) a relationship;


  1. Any transaction, agreement or other arrangement (including grants by the Foundation) in which the Foundation is a participant (or is known to be in discussions to be a participant) and in which the Covered Person or a Related Party with respect to that Covered Person might have a conflicting interest; and


  1. Any other interests that could give rise to a conflict of interest.


A copy of this Policy will be given to each Covered Person promptly upon adoption.  Each newly elected or appointed Covered Person also will be given a copy of this Policy prior to the commencement of his or her duties.  Each Covered Person must acknowledge, not less than annually, that he or she has read and is in compliance with this Policy.  


ADOPTION, IMPLEMENTATION, AND COMPLIANCE

The Board may make changes to this Policy from time to time, as it deems appropriate, and will oversee the implementation of, and compliance with, this Policy.  The Secretary or the designated compliance officer will endeavor to ensure that all Covered Persons file Disclosure Statements in accordance with this Policy.  If any Covered Person fails to comply with the Policy’s disclosure requirements, the Secretary or the designated compliance officer will report such failure to the Board, which will take appropriate corrective action.


WITHIN REACH FOUNDATION


Conflict of Interest Policy
Disclosure Statement
for Directors, Officers and Key Persons


Please complete the following disclosure statements.  Write “N/A” if a statement is not applicable.  Please attach additional sheets if necessary.  Terms used in this Disclosure Statement but not defined have the meanings ascribed to them in the Conflict of Interest Policy.


  1. Please list all entities or trusts in which you are or a Related Party of yours is a director, trustee, officer, member, owner (either as a sole proprietor or partner) or employee and with which the Foundation is known to have (or is known to be in discussions to have) a relationship (whether contractually or otherwise). 

__N/A_______________________________________________________________________________________________________________________________________________________________________________________


  1. Please list any transaction, agreement, or other arrangement (including grants by the Foundation) in which the Foundation is a participant (or is known to be in discussions to be a participant) and in which you or a Related Party of yours might have a conflicting interest.

____N/A_____________________________________________________________________________________________________________________________________________________________________________________


  1. Please list any other interests that you or a Related Party of yours may have that could give rise to a conflict of interest.

______N/A___________________________________________________________________________________________________________________________________________________________________________________


ACKNOWLEDGMENT


I acknowledge that (i) I have received and read the Conflict of Interest Policy of [name of corporation], (ii) I understand the Policy, (iii) I have abided by, and agree to continue to abide by, the Policy, and (iv) I have completed the foregoing Disclosure Statement to the best of my knowledge.


Signature: __________________________________ Date: 9/23/2021

Name:  __________________________________

Title(s): __________________________________