An Ohio Non-Profit Corporation

Ohio Entity 1758359




Adopted October 3rd 2013

Amended January 7, 2016



By a duly made and seconded motion, this conflict of interest policy has been adopted by a majority vote of the membership of the Allen County Veterans Memorial Foundation. This conflict of interest policy is based upon the sample document provided by the Internal Revenue Service of the United States of America.


Article I



We hold that a conflict of interest policy is necessary to protect the Allen County Veterans Memorial Foundation's interest when it is considering entering into any type of agreement that may, or appear to benefit the private interest of any member of the Foundation either financially or positionally. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.



Article II



1: Interested Persons

Any member of the Allen County Veterans Memorial Foundation's Board of Directors who has a direct or indirect financial interest, as defined below, is an interested person.



2: Financial Interest

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

  1. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

  2. A compensation arrangement with the Organization or with any entity or individual with which the Organization 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 Organization is negotiating a transaction or arrangement.

  4. Family Members are those defined as: The individual's spouse, ancestors, children, grandchildren, great grandchildren, siblings (whether by whole or half blood), and the spouses of children, grandchildren, great grandchildren, and siblings.


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 Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the Board of Directors decides that a conflict of interest exists.


Article III



  1. Duty to Disclose


Before entering into any agreements with any entity, all members of the Allen County Veterans Memorial Foundation shall be queried as to any possible or actual conflict of interest in connection with an agreement with such entity and be given the opportunity to disclose all material facts to the Board of Directors before entering into the agreement.


2. Procedures for Determining if a Conflict Exists and Addressing the Conflict of Interest .


  1. At a meeting of the Board of Directors, any member who is considered to have a possible conflict of interest may be requested to present before the remaining members of the Board of Directors all material facts regarding the relationship the member or a family member has or may appear to have with the entity with which an agreement is being considered and to present evidence that no conflict of interest exist. After such presentation, the member may be asked to leave the meeting during the discussion of the transaction or arrangement involving the possible conflict of interest. If the member chooses not to present any evidence that a conflict of interest does not exist, then the remaining board members will make a determination based upon the information it has. No person shall be permitted to vote on any transaction or arrangement in which it has been determined that such person has a conflict of interest.

  2. The President of the Board of Directors shall, if appropriate, appoint a disinterested member, adviser or committee to investigate alternatives to the proposed transaction or arrangement. Appointments of individuals or committees shall be made in compliance to the bylaws of the corporation regarding non member appointments.

  3. After exercising due diligence, the Board of Directors shall determine whether the Organization 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 of Directors shall determine by a two thirds majority vote of the disinterested directors whether the transaction or arrangement is in the Organization'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.

3. Violations of the Conflicts of Interest Policy

  1. If the Board of Directors 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 take the appropriate steps if possible to resolve the conflict of interest or disallow the member from being involved in any discussions and votes on issues where there is a conflict.


Article IV

Records of Proceedings


The minutes of the Board of Directors meetings regarding conflict of interest issues shall comply with the bylaws of the corporation regarding minutes of all meetings.



Article V

Statements of Compliance


Each member of the Allen County Veterans Memorial Foundation shall sign a statement which affirms such person:

  1. Has received a copy of the conflicts of interest policy,

  2. Has read and understands the policy,

  3. Has agreed to comply with the policy, and

  4. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.




IN WITNESS WHEREOF, we have hereunto subscribed our names on January 7, 2016





David E. Paxton, Sr.






James S. Whited

Financial Secretary





Marvin Foster






Burlin Sherrick


Now comes Kathleen G. Paxton, the duly elected secretary of this corporation certifying that the above is a true and correct copy of the Conflict of Interest Policy as adopted by the Board of Directors of of the Allen County Veterans Memorial Foundation at a duly called meeting that was held in accordance with the laws of the state of Ohio and the bylaws of this corporation on January 7, 2016.

IN WITNESS THEREOF, I have affixed my name as secretary of this corporation.



By: ___________________________________________


Kathleen G. Paxton, Recording Secretary