Conflict of Interest Policy

Adopted by the Organization on 10/02/2023

I. Purpose

The purpose of this Conflict of Interest Policy is to protect the interests of Central Illinois Resource Center Inc. (“CIRC”) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of CIRC 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.

II. Definitions

1. Interested Person

   Any director, officer, or member of a committee with board-delegated powers who has a direct or indirect financial interest, as defined below, is considered an “interested person.”

2. Financial Interest

   A person has a financial interest if they have, directly or indirectly, through business, investment, or family:

   • An ownership or investment interest in any entity with which CIRC has a transaction or arrangement,

   • A compensation arrangement with CIRC or with any entity or individual with which CIRC has a transaction or arrangement, or

   • A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which CIRC is negotiating a transaction or arrangement.

“Compensation” includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Section III, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

III. Procedures

1. 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 all material facts to the board of directors and members of committees with board-delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict Exists

   After disclosure of the financial interest and all material facts, and after any discussion with the interested person, they shall leave the 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 if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest

   • An interested person may make a presentation at the board or committee meeting, but after the presentation, they shall leave the meeting during the discussion and voting on the transaction or arrangement.

   • The chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

   • After exercising due diligence, the board or committee shall determine whether CIRC can obtain a more advantageous transaction or arrangement with reasonable efforts 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 board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in CIRC’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, the board shall make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Conflict of Interest Policy

   • If the board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

   • If, after hearing the member’s response and making further investigation as warranted, the board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

IV. Records of Proceedings

The minutes of the board and all committees with board-delegated powers shall contain:

• The names of persons who disclosed or otherwise were found to have a financial interest, the nature of the financial interest, any action taken to determine whether a conflict of interest existed, and the board’s or committee’s decision as to whether a conflict of interest in fact existed.

• The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion (including alternatives considered), and a record of any votes taken in connection with the proceedings.

V. Compensation

• A voting member of the board who receives compensation, directly or indirectly, from CIRC for services is precluded from voting on matters pertaining to that member’s compensation.

• A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from CIRC for services is precluded from voting on matters pertaining to that member’s compensation.

• No voting member of the board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from CIRC, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

VI. Annual Statements

Each director, officer, and member of a committee with board-delegated powers shall annually sign a statement which affirms that such person

• Has received a copy of the conflict of interest policy;

• Has read and understands the policy;

• Has agreed to comply with the policy; and

• Understands that CIRC is a charitable organization and that in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

VII. Periodic Reviews

To ensure CIRC 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. These reviews shall include:

• Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s-length bargaining.

• Whether partnerships, joint ventures, and arrangements with management organizations conform to CIRC’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.

VIII. Use of Outside Experts

When conducting the periodic reviews, CIRC may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the board of its responsibility for ensuring periodic reviews are conducted.

IX. Governing Law

This policy shall be governed by and construed in accordance with the laws of the State of Illinois and the Internal Revenue Code provisions applicable to 501(c)(3) organizations.