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The Blood & Tissue Center Foundation Conflicts of Interest Policy

The Foundation (“Foundation”) is an independent, not-for-profit corporation organized under the laws of the State of Texas and is exempt from federal taxation under Section 501(c)(3) of the Internal Revenue Code. As a not-for-profit organization, it is prohibited from engaging in any activity, the primary purpose of which is to benefit financially any individual or groups of individuals. Moreover, the tax-exempt status of the Foundation prohibits inurement of the Foundation’s income to the benefit of any individual or group of individuals. The directors, officers and committee members of the Foundation are charged with fidelity in performance of their duties and with the obligation to conduct such duties for the purposes, benefits and interest of the Foundation and not to gain favorable treatment or self-enhancement for themselves or other related parties to the disadvantage of the Foundation.

This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to non-profit and charitable corporations.

To assure compliance with the law and the integrity and independence of the directors, officers and committee members of the Foundation, the following is the Foundation’s policy governing conflicts of interest.

General Policy
  • In order to determine whether a financial interest of an interested person may result in a conflict of interest, each director, officer or committee member (collectively herein referred to as a “Representative”) having a possible conflict of interest on any matter under consideration at any meeting of directors, officers or committees must disclose the full nature of the interest to the other Representatives, as applicable. If it is determined that a conflict of interest exists, the following procedures shall be used to address the conflict of interest:
    1. The interested Representative(s) must leave the meeting during the discussion of and the vote on the transaction or arrangement that results in the conflict of interest. Further, if the vote on the transaction or arrangement is deferred to a later date, the interested Representative(s) shall not advocate to other Representatives a specific action or decision relating to the transaction or arrangement during the time prior to the date of the vote thereon.
    2. If appropriate, a committee of non-interested Representatives or a task force shall be appointed by the Board to investigate alternatives to the proposed transaction or arrangement.
    3. The non-interested Representatives or task force members, by a majority vote of non-interested persons present, must determine that the transaction or arrangement is in the best interest of the Foundation and for its own benefit, is fair and reasonable to the Foundation and, after exercising due diligence, must determine that the Foundation could not obtain a more materially advantageous transaction or arrangement with reasonable efforts under the circumstances.
  • In order to assure adequate record keeping of matters raising issues of conflicts of interest, the minutes of the Representatives and task force members, as applicable, shall include:
    1. The names of the persons who disclosed a financial interest, the nature of the financial interest and whether the Board determined there was a conflict of interest; and
    2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of these discussions, including any alternatives to the proposed transaction or arrangement, and a record of the vote.
  • Each Representative shall sign a statement which affirms that he or she:
    1. Has received a copy of this policy;
    2. Has read and understands the policy;
    3. Agrees to comply with the policy; and
    4. Understands that the Foundation is a charitable organization and that in order to maintain its tax-exempt status, it must continuously engage primarily in activities, which accomplish one or more tax-exempt purposes.

This policy shall be administered and enforced by the Foundation’s Board of Directors.

  • “Financial Interest”: A person has a financial interest if the person has, directly or indirectly, through business, investment or family:
    1. A material ownership or investment interest in any entity with which the Foundation has a transaction or arrangement; or
    2. A compensation arrangement with the Foundation or with any entity or individual with which the Foundation has a transaction or arrangement; or
    3. A potential ownership or investment interest in or compensation arrangement with any entity or individual with which the Foundation is negotiating a transaction or arrangement.
  • “Compensation”: Direct and indirect remuneration and gifts or favors, which are substantial in nature.
  • “Interested Person”: A Representative who has a direct or indirect “financial interest.”
  • “Representative” means a member of the Foundation’s Board of Directors, a member of a committee established under the Foundation’s Bylaws, or a member of a board-appointed task force.

In addition, every director, officer and committee member is expected to contribute financially to the Foundation. In the performance of your duties to the Foundation, you will be in a position to meet and obtain the contact information for other directors, officers and committee members of the Foundation. While there are numerous other worth while charities that need the support of the community, it will be a conflict of interest to use the Foundation’s roster of its directors, officers and committee members to solicit contributions for other charitable organizations.

Conflict of Interest Policy & Signature

Attached to this memorandum is The Blood & Tissue Center Foundation (Foundation) Conflicts of Interest Policy for directors, officers and committee members. Each of us has obligations to the Foundation and ourselves to adhere to the principles stated in the Conflicts of Interest Policy. Because a violation of the Policy can seriously impair the operations of the Foundation, we must be alert to avoid violation of this Policy. Please do your part to keep the Foundation in compliance with the law. Please read the attached Conflicts of Interest Policy, sign and date this form below, then return it to the President/CEO of the Center.

CERTIFICATE OF COMPLIANCE WITH THE BLOOD & TISSUE CENTER FOUNDATION CONFLICTS OF INTEREST POLICY

As a director, officer or committee member of The Foundation (“Foundation”) I hereby certify that: I have reviewed and understand the requirements of the Foundation’s Conflicts of Interest Policy, which is attached. I have been, and intend in the future to be, in compliance therewith.

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