CONFLICT OF INTEREST POLICY

Purpose Statement:

The Board of Directors and staff of the Space Coast Health Foundation, Inc. (the “Foundation”) aspire to the highest level of ethical conduct in our work. The Foundation also values the knowledge gained from such individuals’ involvement with other organizations. Inevitably, from time to time, such affiliations may create or appear to create conflicts with the individual’s duty to the Foundation. To ensure that the Foundation’s decisions are free of any conflicts or other inappropriate influences, the Board of Directors has adopted the following policy concerning conflicts of interest and gifts.

In carrying out this policy, the Foundation relies on the good judgment and integrity of its Board of Directors and staff. The Foundation encourages a culture of transparency in which such individuals fully and promptly disclose all affiliations, interests and gifts of which they are aware that might present a conflict relating to a potential transaction or might otherwise affect their objectivity. The Foundation asks the Board of Directors to bring to the attention of their colleagues, and staff members to their supervisors’ attention, all personal and professional interests or affiliations that might conflict with their duty to the Foundation. In situations where conflicts are uncertain, the Foundation encourages individuals to err on the side of disclosure.

This policy applies to “Covered Persons,” defined as any member of the Board of Directors or staff member that has authority to act on behalf of the Foundation. Upon commencement of affiliation or employment and annually thereafter, all Covered Persons must complete a conflict of interest disclosure statement. Covered Persons are also required to update the conflict of interest disclosure statement whenever there has been a change in the Covered Persons affiliations. Covered Person’s must disclose all their affiliations, as requested by the form, even if there is no current conflict of interest.

CONFLICTS OF INTEREST

A. Application

Generally, a conflict of interest may occur if an interest or activity influences or appears to influence the ability of a Covered Person to exercise objectivity or impairs the Covered Person’s ability to perform his or her responsibilities in the best interests of the Foundation. A Covered Person is considered to have a potential conflict of interest when:

1. The individual or any related party may receive a financial or other benefit as a result of the individual’s position at the Foundation;
2. The individual has the opportunity to influence the Foundation’s granting, business, administrative or other material decisions in a manner that leads to personal gain or advantage; or
3. The individual has an existing or potential financial or other interest which impairs or might appear to impair the individual’s independence in the discharge of their responsibilities to the Foundation.

B. Specific Relationships that May Create Conflicts of Interest

A variety of situations, affiliations and relationships may create potential conflicts of interest. Financial or other relationships (i.e., board member or other management positions) by a Covered Person or a related party with a prospective or actual grantee, contractor, vendor or supplier could potentially create the appearance of impropriety or interfere with an individual’s discharge of the individual’s responsibilities on behalf of and in the best interests of the Foundation and should be disclosed on the Covered Person’s annual conflict of interest disclosure statement. When deciding what kind of relationships should be disclosed, consider the situation from the perspective of an outsider and whether the relationship is of such a nature that it could raise an allegation of an apparent or actual conflict of interest, and then err on the side of transparency, as disclosure helps to alleviate or avoid future misunderstandings.

The following activities illustrate types of potential or actual conflicts of interest that should be avoided and disclosed, as applicable, in accordance with this Policy. The list is not all inclusive and is intended to provide guidance.

• Self-benefit: Using your position or relationship within the Foundation to promote your own interests or those of a related party, including using confidential or privileged information of the Foundation for personal benefit or gain or for the personal gain or benefit of a related party.

• Influence peddling: Soliciting benefits for yourself or a related party from outside organizations in exchange for using your influence to advance the interests of that organization within the Foundation.

• Other business relationships and dealings: Approving grants or contracts with organizations in which an individual or a related party have a significant financial or other interest or relationship, particularly if the individual is in a position to influence major decisions, is responsible for review, negotiation and approval of the grants or contracts or otherwise directs the Foundation’s business dealings with that business or entity.

• Property transactions: Directly or indirectly leasing, renting, trading, or selling real or personal property to or from the Foundation.

• Use of the foundation property for personal advantage: Using or taking Foundation resources, including facilities, equipment, personnel and supplies, for private use or other unauthorized non-Foundation activities.

• Recording or reporting false information: Misrepresenting, withholding, or falsifying relevant information required to be reported to external parties or used internally for decision-making purposes, in order to derive personal benefits.

GIFTS

Covered Persons may not receive or offer any gift or anything else of significant value for the purpose of influencing the action of the Foundation or of the recipient. Gifts (except those generally valued at $100 or less) received from vendors, suppliers, consultants, and grantees as part of normal business practice must be declined or given to the Foundation or shared with the Foundation generally and, if acknowledgement is appropriate, acknowledged on behalf of the Foundation. This Policy is not intended to prohibit normal business practices, such as meetings over meals, corporate items given to participants in meetings and conferences, or token hosting gifts, as long as they are of nominal and reasonable value and promote the Foundation’s legitimate business interests.

PROCEDURES

A. Duty to Disclose

In connection with any actual or possible conflict of interest, a Covered Person must disclose the existence of the potential conflict of interest and be given the opportunity to disclose all material facts to the Board and members of committees with Board-delegated powers considering the proposed transaction or arrangement.

B. Determining When a Conflict Exists

After disclosure of the potential conflict of interest and all material facts, and after any discussion with the Covered Person, he or she 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.

C. Procedures for Addressing Conflicts of Interest

1. A Covered Person may make a presentation at the Board or committee meeting, but after the presentation, he or she shall abstain from participating in the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
2. 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.
3. After exercising due diligence, the Board or committee shall determine whether the Foundation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
4. 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 Board of Directors whether the transaction or arrangement is in the Foundation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

VIOLATIONS OF THE POLICY

If the Board or Leadership has reasonable cause to believe a Covered Person has failed to disclose actual or possible conflicts of interest, it shall inform the Covered Person of the basis for such belief and afford the Covered Person an opportunity to explain the alleged failure to disclose. If, after hearing the Covered Person’s response and after making further investigation as warranted by the circumstances, the Board or Leadership determines the Covered Person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

RECORDS OF PROCEEDINGS

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

1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s or committee’s decision as to whether a conflict of interest in fact existed.
2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

COMPENSATION

a. Voting Restrictions for Board Member

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

b. Voting Restrictions for Committee Members

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

c. Information Permitted

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

CONFIDENTIALITY

Each Covered Person shall exercise care not to disclose confidential information acquired in connection with disclosures of conflicts of interest or potential conflicts, which might be averse to the interests of the Foundation. Furthermore, Covered Persons shall not disclose or use information relating to the business of the Foundation for their personal profit or advantage or the personal profit or advantage of a related party.

PERIODIC REVIEW

To ensure the Foundation operates in a manner consistent with its charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

1. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.
2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Foundation’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.

USE OF OUTSIDE EXPERTS

When conducting the periodic reviews, the Foundation 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.

RETALIATION IS PROHIBITED

No board member or staff member who, in good faith, reports a concern to the Board or government agency shall be subject to retaliation or, in the case of a staff member, adverse employment consequences by Foundation. Moreover, a board member or staff member who retaliates against someone who has reported a concern in good faith is subject to discipline up to and including termination of employment or service on the Board.

REFERRED TO COUNSEL

Questions regarding the interpretation or application of this Policy should be referred to counsel for the Foundation.

CERTAIN DEFINITIONS

“Affiliation” includes, but is not limited to, serving as a board member, employee, or consultant to a current or potential grantee, service provider, contractor or vendor, or doing business with the grantee, service provider, or vendor.

“Board member” shall mean an individual duly appointed to the Board of Directors of the Foundation.

“Family member” shall mean a Covered Person’s spouse, , brothers and sisters, children, grandchildren, great- grandchildren. “Related party” shall mean (i) a Covered Person’s family members and (ii) a corporation, partnership, trust, estate or other legal entity in which the Covered Person or any family member owns an investment or beneficial interest.

Last updated: 2/5/2025.