CONFLICT OF INTEREST POLICY

Article I

Purpose

The purpose of this Conflict of Interest Policy (this “Policy”) is to ensure that the deliberations and decision of Fora (the “Corporation”) are made in the best interests of the Corporation and its overall mission. This Policy is specifically designed to protect the interests of the Corporation when it is contemplating entering into any Arrangement that might benefit the private interest of a Trustee, Officer or Key Person of the Corporation by ensuring that the Corporation’s deliberations and decisions are made in compliance with applicable legal requirements, particularly those set forth in the New York Not-For-Profit Corporation Law (the “NPCL”) and Section 4958 of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to various dealings with disqualified persons. This Policy is intended to supplement, but not replace, any applicable state of federal laws governing conflicts of interest and in the event of an inconsistency between the policies and procedures described herein and those set forth under federal or state law, the applicable law shall govern.

Article II

Definitions

1. “Affiliate” shall mean any entity controlled by or in control of the Corporation.
2. “Arrangement” shall mean (i) a contract of sale, lease, license, (ii) performance of services, (iii) joint ventures, (iv) grants or assistance, and (v) any other agreement or transaction.
3. “Audit Committee” shall mean the committee of the Corporation’s Board of Trustees constituted to satisfy certain application requirements set forth in the NPCL.
4. “Board of Trustees” shall mean the Corporation’s governing body.
5. “Code” shall have the meaning set forth in Article I.
6. “Conflict of Interest” shall mean any circumstance in which the Financial Interest or other interest of a Covered Person may potentially or actually influence a Covered Person to further his or her own interest and not solely in the best interests of the Corporation.
7. “Conflict of Interest Disclosure Statement” shall mean the form conflict of interest disclosure statement, which is attached hereto as Exhibit A and incorporated herein the reference.
8. “Corporation” shall have the meaning set forth in Article 1.
9. “Covered Person” shall mean:

(a) Any person who currently serves or has served in any of the following capacities within the past five (5) years:

(i) A Trustee or a trustee of any Affiliate of the Corporation;

(ii) An Officer or an officer of any Affiliate of the Corporation;

(iii) A Key Person of the Corporation or any Affiliate of the Corporation; or

(iv) Any other person who exercises the powers of Trustees, Officers or Key People over the affairs of the Corporation or any Affiliate of the Corporation;

(b) Any Relative of those persons identified in (a) above; or

(c) Any Entity in which any person identified above in (a) or (b) has a thirty-five percent (35%) or greater ownership or beneficial interest or, in the case of a partnership or professional corporation, a direct or indirect ownership interest in excess of five percent (5%).

1. “Financial Interest” shall mean any economic benefit derived, directly or indirectly (including through a Relative) from any transaction, agreement, ownership, investment, compensation arrangement (including direct or indirect remuneration), gift or favor that is not substantial or any other arrangement (including but not limited to an Arrangement) involving the Corporation.
2. “Key Person” means any person, other than a director or officer, whether or not an employee of the corporation, who (i) has responsibilities, or exercises powers or influence over the corporation as a whole similar to the responsibilities, powers, or influence of directors and officers; (ii) manages the corporation, or a segment of the corporation that represents a substantial portion of the activities, assets, income or expenses of the corporation; or (iii) alone or with others controls or determines a substantial portion of the corporation’s capital expenditures or operating budget.

(i) Facts and circumstances tending to demonstrate Key Person status include instances in which a person:

I) founded the Corporation;

II) is a substantial contributor to the Corporation;[1]

III) receives compensation primarily based on revenues derived from activities of the Corporation or a particular department or function of the Corporation that the person controls;

IV) has or shares the authority to control or determine a substantial portion of the Corporation’s capital expenditures, operating budget or compensation for employees;

V) manages a discrete segment or activity of the Corporation that represents a substantial portion of the activities, assets, income or expenses of the Corporation, as compared to the Corporation as a whole.

VI) owns a controlling interest (measured by either vote or value) in a corporation, partnership or trust that is a Covered Person; or

VII) is a non-stock organization controlled, directly or indirectly, by one or more Covered Person.

1. “NPCL” shall have the meaning set forth in Article I.
2. “Officer” shall mean an officer of the Corporation as described in the Corporation’s bylaws.
3. “Policy” shall have the meaning set forth in Article I.
4. “Related Party Transaction” shall mean any Arrangement in which a Covered Person has a Financial Interest and in which the Corporation or any Affiliate of the Corporation is a participant. Any Related Party Transaction will be considered a Conflict of Interest for purposes of this Policy.
5. “Relative” shall mean:

(a) a person’s spouse or domestic partner as defined in New York Public Health Law Section 2954-A, as amended from time to time;

(b) a person’s ancestors, brothers and sisters (whether whole or half -blood), children (whether natural or adopted), grandchildren, and great-grandchildren; or

(c) the spouse or domestic partner of a person’s brothers, sisters, children, grandchildren and great-grandchildren.

1. “Trustee” shall mean any member of the Board of Trustees of the Corporation.

Article III

Procedures

A. Duty

1. Prior to the initial appointment or election of any Trustee or Officer or the employment of a Key Person of the Corporation, and annually thereafter, all Trustees, Officers and Key People must disclose in a Conflict of Interest Disclosure Statement, signed and submitted to the secretary of the Corporation’s designated compliance officer, to the best of their knowledge: (a) any entity of which such person is an officer, director, trustee, member, owner (either as a sole proprietor or a partner), or employee, and with which the Corporation has a relationship; and (b) any Arrangement in which the Corporation is a participant and in which the disclosing person might have a Conflict of Interest. The secretary of the Corporation or the Corporation’s designated compliance officer, as applicable, shall provide a copy of the completed Conflict of Interest Disclosure Statements to the chairperson of the Board of Trustees. If initial appointment or election to the Board of Trustees is not reasonably foreseeable, the Conflict of Interest Disclosure Statement may be provided by the Trustee to the secretary of the Corporation or the Corporation’s designated compliance officer promptly after the initial appointment or election.
2. If a Director, Officer or Key Person acquires any Financial Interest not previously disclosed in the Conflict of Interest Disclosure Statement or if any Arrangement for decision of approval comes before the Board of Directors in which a Covered Person has a Conflict of Interest, that Conflict of Interest must be immediately disclosed to the chairperson of the Audit Committee, in writing, together with all material facts related thereto. If it is unclear whether or not a Conflict of Interest exists, the material facts should still be immediately disclosed to the Audit Committee.

(a) Examples of Conflicts of Interest that should be disclosed that are not based on a Financial Interest include, but are not limited to, instances when:

(i) a Relative is, or is being considered, to be an employee or independent contractor of the Corporation,

(ii) a Covered Person is a Relative of any other Covered Person;

(iii) a Covered Person, and any other Covered Person, are employees of the same person or entity;

(iv) a Covered Person, either directly or indirectly through an entity in which he or she has an ownership or investment interest, has proposed or entered into an Arrangement with another Covered Person; or

(v) such Covered Person, and any other Covered Person, are each a trustee, director, officer or owner of the same entity.

1. All information required to be reported or disclosed pursuant to this Policy shall be to the best knowledge of the Covered Person. All requirements of this Policy that are triggered by the knowledge of a Covered Person shall be triggered by such Covered Person’s actual knowledge.

B. Procedures for Addressing a Conflict of Interest

1. The Audit Committee shall review all Conflict of Interest Disclosure Statements within thirty (30) days of the receipt thereof.
2. The Audit Committee must review all Arrangements between the Corporation and A Covered Person, which may involve a Conflict of Interest and determine whether to approve such matters.
3. The Audit Committee shall consider the following factors in its deliberations prior to entering into the Arrangement:

(a) whether or not the value of the economic benefit provided by the Corporation to the Covered Person exceeds the value of the consideration received in exchange (by obtaining and reviewing appropriate comparable data);

(i) Comparable data included: compensation levels paid by similarly situated organizations; the availability of similar services within the same geographic area; current compensation surveys compiled by independent firms; and if real property is involved, current independent appraisals and offers received in a competitive bidding process.

(b) alternative Arrangements, to the extent that are available;

(c) information regarding the proposed Arrangement from the Covered Person prior to the commencement of deliberations or voting related thereto;

(d) the Corporation’s mission and resources;

(e) the potential appearance of impropriety and the impact on the reputation of the Corporation; and

(f) whether the Arrangement may result in any private inurement, excess benefit transaction or impermissible private benefit under applicable law.

1. After the Audit Committee has concluded its deliberations, the proposed Arrangement must be approved by a vote of at least a majority of the members of the Audit Committee present and voting at a duly called meeting. The Audit Committee shall only approve an Arrangement if it determines that the Arrangement is fair, reasonable, and in the best interests of the Corporation at the time of such determination.
2. If an Arrangement is of a magnitude that would otherwise require the approval of the Board of Trustees, the Audit Committee shall submit the proposed Arrangement to the Board of Trustees for consideration along with its recommendation.
3. Certain approved Arrangements involving a Conflict of Interest shall be disclosed in the notes of the Corporation’s audited financial statements and in its annual tax filings, as required by law.
4. Any Person, including any member of the Audit Committee, who has a Conflict of Interest or possible conflict of interest as defined in this Policy may not be present at or participate in deliberations or voting on the matter giving rise to such Conflict of Interest. In addition, such person may not attempt to improperly influence the deliberation or voting on such matter.The Audit Committee may however, in its discretion, request that the person with the conflictof interestor possible conflict of interest present information as background or answer questions at a Committee meeting prior to the commencement of deliberations or voting.

(a) To improperly influence means to coerce, manipulate, mislead or fraudulently influence a decision maker when such person knew or should have known that their actions, if successful, could impact the actions of the decision maker. Examples of “improperly influencing” include, but are not limited to: offering or paying bribes or other financial incentives, including offering ‘future employment’ or contracts for unrelated services; providing a person with an inaccurate or misleading legal analysis; threatening to cancel or canceling existing engagements; blackmailing; making physical threats; and other actions based on the facts and circumstances of a particular Arrangement.

C. Violations of the Conflict of Interest Policy

1. If the Audit Committee has reasonable cause to believe that a Covered Person has failed to disclose a Conflict of Interest as required by this Policy, it shall inform the Covered Person of the basis for such belief and afford the Covered Person an opportunity to explain the failure to disclose.
2. If, after hearing the response of the Covered Person and conducting any further investigation as warranted by the circumstances, the Audit Committee determines that the Covered Person has failed to disclose a Conflict of Interest, it shall take appropriate steps to protect the Corporation, including, but not limited to, removal of the person from his or her position with the Corporation and, if applicable, demanding repayment of appropriate funds to the Corporation by the Covered Person.

Article IV

Records of Proceedings

The Audit Committee must contemporaneously document its deliberations and decisions regarding any Conflicts of Interest in the corporate records, which shall include:

1. The name of the party or parties involved in the proposed Arrangement;
2. The nature of the Conflict of Interest;
3. Details documenting the deliberations of the Audit Committee (including, but not limited to, the names of the individuals who were present at discussions and votes relating to the Arrangement, the content of the discussion and the consideration of any alternatives to the Arrangement); and
4. The Audit Committee’s decision.

Article V

Compensation

Special procedures shall be in effect with respect to compensation issues. Except as provided in this Policy, and subject to the bylaws of the Corporation, a voting member of the Board of Trustees or any committee thereof whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation (although such persons may be present before deliberations if requested by the Board of Trustees or committee thereof, as applicable, in order to provide pertinent information).

Article VI

Distribution and Oversight

1. This Policy shall be distributed to all Directors, Officers, employees and volunteers who provide substantial services to the Corporation. To satisfy this requirement, the Corporation may post this Policy on its website or at its office(s) in a conspicuous location accessible to employees and volunteers. Such determination shall be made by the Audit Committee. In the Conflict of Interest Disclosure Statement, each Director, Officer and Key Person shall affirm that he or she has received a copy of this Policy, has read and understands this Policy, has agreed to comply with this Policy and understands that the Corporation is a charitable organization and that, in order to maintain its federal tax exemption and the trust of the public, it must diligently avoid Conflicts of Interest or the appearance of any Conflict of Interest and engage primarily in activities that accomplish one or more of its tax-exempt purposes.
2. The Corporation shall provide periodic training to Trustees, Officers, and Key Persons regarding this Policy and their obligations under applicable law, including the identification, disclosure, and management of conflicts of interest and related party transactions.
3. To ensure that the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, the following periodic reviews, at a minimum, shall be conducted by the Audit Committee:

(a) whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining; and

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

1. To further the purpose of the disclosure provisions of this Policy, the Corporation shall provide the Audit Committee with a full list of proposed or current Arrangements that, in the reasonable judgement of the Corporation’s compliance officer, is material to the Corporation, on no less than a yearly basis to ensure that no Conflicts of Interest exist, or have developed, in the preceding year.

This Policy shall be administered by the Audit Committee. Questions arising under this Policy should be forwarded to the Audit Committee for consideration and resolution.

[1]Section 507(d)(2)(A) of the Code defines substantial contributor as “any person who contributed or bequeathed an aggregate amount of more than $5,000 to a private foundation, if such amount is more than two percent (2%) of the total contributions and bequests received by the foundation before the close of the taxable year of the foundation in which the contribution of bequest is received by the foundation from such person.” When determining if anIndividual is a substantial contributor for purposes of this Policy, contributions received by the Corporation during its current taxable year and the four (4) preceding taxable years should be considered.