Conflict of Interest Policy.  Should any item come before the Board that might result in a Director having or appearing to have a conflict of interest either by occupation, place of residence or other holdings, or any other interest, the Director shall make his/her personal interest known to the Board as soon as he/she recognizes a possible conflict and shall refrain from voting on matters regarding the issue, and shall observe the following process. In the event a conflict of interest is found to exist, the director shall be removed from the board.  If the matter involves a business relationship between the Director, the director’s family member or the business that is owned by or employs the Director or family member, the following process will be employed to evaluate the “pecuniary benefit transaction” in order to comply with NHRSA 7:19-a, the provisions of which are incorporated herein:

(a) Each Director, prior to taking a position on the Board, and all present Directors shall submit in writing to the President or the President’s designee a list of all businesses or other organizations of which the Director is an officer, director, trustee, member, owner (either as sole proprietor or partner), shareholder, employee or agent, with which the Corporation has, or might reasonably in the future enter into, a relationship or a transaction in which the Director would have conflicting interests. This information shall be updated annually and shall cover the same information for members of Directors’ immediate families, as well. The President or designee shall become familiar with the statements of all Directors in order to guide the conduct of the business of the board should possible transactions involving Directors arise.

(b) At such time as any matter comes before the Board in such a way as to give rise to consideration of a pecuniary benefit transaction involving a Director or member of the Director’s family, the affected Director shall make known the potential conflict, whether disclosed by his written statement or not, and after answering any questions that might be asked him, shall withdraw from the meeting for so long as the matter shall continue under discussion.  Should the matter be brought to a vote, neither the affected Director nor any other Director who has had a pecuniary benefit transaction in the same fiscal year shall vote on it. A vote to find that the transaction is in the best interest of the Corporation by 2/3rds of the board shall be required in order to enter into the transaction. A list of all such transactions shall be provided to the Director of Charitable Trusts of the State of New Hampshire with the annual filing made by the Corporation.

(c) In the event of a transaction between $500 and $4,999, the vote required above shall be taken.  In the event of a transaction of $5,000 or more, publication of notice and individual notice to the Director of Charitable Trusts shall be made prior to the consummation of a transaction, as required by statute.