AEA Conflict of Interest Policy
Conflict of Interest Policy v2014-01-19 [as attached to IRS Form 1023]
CONFLICT OF INTEREST POLICY
Alumni Events Alliance
The purpose of the conflict of interest policy is to protect Alumni Events Alliance, a tax-exempt
organization and non-profit corporation formed under the Nonstock Corporation Act of the
Commonwealth of Virginia (“Corporation”), and its interest when it is contemplating entering
into a transaction or arrangement that might benefit the private interest of an officer or director of
the Corporation 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 conflict of interest
applicable to nonprofit and charitable organizations.
1. Interested Person
Any director, principal officer, or member of a committee with governing board delegated
powers, 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:
a. An ownership or investment interest in any entity with which the Corporation has a
transaction or arrangement,
b. A compensation arrangement with the Corporation or with any entity or individual with
which the Corporation has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any
entity or individual with which the Corporation is negotiating a transaction or
Compensation includes direct and indirect remuneration as well as gifts or favors that are not
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 appropriate governing
board or committee decides that a conflict of interest exists.
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 be given the opportunity to disclose all material fa,cts to
the directors and members of committees with governing board delegated powers considering the
proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the
interested person, he/she shall leave the governing 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
a. An interested person may make a presentation at the governing board or committee
meeting, but after the presentation, he/she shall leave the meeting during the discussion
of, and the vote on, the transaction or arrangement involving the possible conflict of
b. The chairperson of the governing board or committee shall, if appropriate, appoint a
disinterested person or committee to investigate alternatives to the proposed transaction
c. After exercising due diligence, the governing board or committee shall determine
whether the Corporation 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
d. If a more advantageous transaction or arrangement is not reasonably possible under
circumstances not producing a conflict of interest, the governing board or committee
shall determine by a majority vote of the disinterested directors whether the transaction or
arrangement is in the Corporation’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.
4. Violations of the Conflicts of Interest Policy
a. If the governing board or committee has reasonable cause to believe an interested person
has failed to disclose actual or possible conflicts of interest, it shall inform the interested
person of the basis for such belief and afford the interested person an opportunity to
explain the alleged failure to disclose.
b. If, after hearing the interested person’s response and after making further investigation as
warranted by the circumstances, the governing board or committee determines the
interested 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 governing board and all committees with board delegated powers shall
a. 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 governing board’s or committee’s decision as to whether a conflict of interest in
b. 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
a. A voting member of the governing board who receives compensation, directly or
indirectly, from the Corporation for services is precluded from voting on matters
pertaining to that member’s compensation.
b. A voting member of any committee 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.
c. No voting member of the governing board or any committee whose jurisdiction includes
compensation matters and who receives compensation, directly or indirectly, from the
Corporation, either individually or collectively, is prohibited from providing information
to any committee regarding compensation.
Each director, principal officer and member of a committee with governing board delegated
powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Corporation 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
To ensure the Corporation 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. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent
survey information, and the result of arm’s length bargaining.
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 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 as provided for in Article VII, the Corporation may, but
need not, use outside advisors. If outside experts are used, their use shall not relieve the
governing board of its responsibility for ensuring periodic reviews are conducted.
CERTIFICATE OF SECRETARY
The undersigned, Secretary of Alumni Events Alliance, a Virginia nonstock, nonprofit
corporation, hereby certifies that the foregoing is a full, true and correct copy of the Conflict of
Interest Policy of said Corporation, and were approved and adopted by Alumni Events Alliance’s
Board of Directors, with all amendments to date of this Certificate.
Hereby executed and made effective as of January 19th, 2014.
L. John Fedewa Jr. / Secretary
David C. Timmons / President