Conflict of Interest Form
SECOND HELPINGS, INC.
AMENDED CONFLICT OF INTEREST POLICY
Adopted by the Board of Directors May 21, 2012
ARTICLE I
Purpose
The purpose of the conflict of interest policy is to protect the interests of this tax-exempt organization, Second Helpings, Inc. (the “Organization”) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction, as that term is defined in section 4958 of the Internal Revenue Code. 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
Definitions
1.Interested Person
Any director, principal officer, or member of a committee with powers delegated by the 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:
a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement, or a series of transactions or arrangements, in excess of $1,000 annually,
b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or a series of transactions or arrangements, in excess of $1,000 annually, or
c. 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, or a series of transactions or arrangements, with a value in excess of $1,000 annually.
Compensation includes direct and indirect remuneration, as well as gifts or favors, that are not insubstantial. (In general, amounts less than $1,000.00 annually will be considered insubstantial.)
An “investment interest” shall only include an investment interest representing more than 5% of the outstanding shares of a publicly traded company or comparable interest of a privately owned company. A person shall not be obligated to report investment interests that are less than these thresholds.
“Family” shall only include immediate family, consisting of spouse or domestic partner and children.
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 or appropriate committee decides that a conflict of interest exists.
ARTICLE III
Procedures
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 facts to the directors and members of committees with powers delegated by the Board of Directors considering the proposed transaction or arrangement.
2.Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the Board of Directors 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 interest.
b. The chairperson of the Board of Directors or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the Board of Directors or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Directors or committee shall determine by a 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. 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, the remaining board or committee members shall decide if a conflict of interest exists.
4.Violations of the Conflicts of Interest Policy
a. If the Board of Directors or committee 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 afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board of Directors or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
ARTICLE IV
Records of Proceedings
The minutes of the Board of Directors and all committees with board delegated powers shall contain:
a. The name of the person who disclosed or otherwise was 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 Board of Directors’ or committee’s decision as to whether a conflict of interest in fact existed.
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 the proceedings.
ARTICLE V
Compensation
1.A voting member of the Board of Directors who receives compensation, directly or indirectly, from the Organization for services in excess of $1,000 annually is precluded from voting on matters pertaining to that member’s compensation. Notwithstanding the foregoing, nothing in this policy shall prevent a voting member of the Board of Directors from voting on the annual budget presented to the entire Board of Directors.
2.A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services in excess of $1,000 annually is precluded from voting on matters pertaining to that member’s compensation.
3.It is permissible for any individual to provide information to the Board of Directors or any committee regarding compensation.
ARTICLE VI
Compliance Statements
Each director, principal officer and member of a committee with Board of Directors delegated powers shall 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 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.
ARTICLE VII
Periodic Review
To ensure the Organization 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 review shall, at a minimum, include the following subjects:
a. Whether compensation arrangements 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 Organization’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.
ARTICLE VIII
Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of Directors of its responsibility for ensuring periodic reviews are conducted.
IN WITNESS HEREOF, the Board of Directors of Second Helpings, Inc. unanimously approved this Amended Conflict of Interest Policy effective as of this 21stday of May, 2012.
SECOND HELPINGS, INC.
FINANCIAL INTEREST DISCLOSURE
Please disclose below whether you have a financial interest in any of the organizations listed below.
| 2021 Vendors Over $1,000 | |
| Accelerate, Inc | Lowe’s |
| ADP, LLC (C corp) | Markey’s Audio Visual, Inc. |
| Advantage Water Cond. Inc. | Matt Newsom |
| AJ Madison Appliance | Mays Entertainment LLC (S Corp) |
| Alerding & Co., LLC | Mesh Restaurant |
| All Star Tire & Auto, Inc. | Microsoft |
| Amazon.com, Inc. | Nat’l Restaurant Assoc. Education Fndn |
| Begley Sign Painting Inc. | Nesso Restaurant |
| Blaze Sports & Entertainment LLC | Nine 13, Inc |
| Braden, Inc. | Oakley’s Bistro |
| BrainTwins, LLC | Office 360 |
| Bright House Network Business Solutions | OneCause (C Corp) |
| Bright Ideas in Broad Ripple, Inc. | Party Time Rental, Inc |
| Capitol Construction Services, Inc. | Passage Technology LLC |
| Cash and Carry Paper Co., Inc. | Paylocity (Corp) |
| Central Restaurant Products (C corp) | Piazza Produce, Inc. |
| Cibo Creations | Pitney Bowes/Purchase Power, Inc. |
| Cintas, Corp. | PODS Portable Storage Inc |
| Colored Threads | Principal Financial Group |
| Constellation NewEnergy LLC (C Corp) | Printing Partners, Inc. |
| De Lage Landen Financial Services, Inc. | Purple Ink, LLC |
| Derstines Foodservice Distributor | R. L. Schreiber, Inc. |
| Dugdale Foods LLC | Reliable Staffing, Inc |
| ECS Indy, LLC (S Corp) | Republic Waste Services of Indiana, Inc. |
| ESS Clean, Inc. | Roosters Kitchen |
| Exceedion, LLC (S Corp) | Sahm’s Catering |
| FareStart (Corporation) | Salesforce.com Inc |
| Ferrer Mechanical Services, Inc | Side Street Catering |
| FlatIron @ The Point on Penn | Speedway |
| Fountain Square Theatre Building (Inc.) | Stage Tech, Inc. |
| GBKB Consulting | Stanley Convergent Security Solutions Inc |
| Gleaners Food Bank of Indiana, Inc. | Stoops, Inc. |
| Grainger | supplyhouse.com |
| Green with Indy, LLC | Sysco Food Services of Indpls, LLC (C Cor |
| Hobart Service- IWT Food Equip Group, LLC | Taylors Truck & Trailer Service, INC |
| Hobbs Automotive, Inc | The Cincinnati Insurance Company |
| Hogan Truck Leasing, Inc. | Thermo King of Indiana, Inc. |
| Indy Chamber, INC | Tipping Point Consulting, LLC |
| Indy Go, Inc. | Travelers |
| Indy Hunger Network | Tynan Equipment Company, Inc. |
| JN Electric, LLC | Uline (S Corp) |
| John H. Boner Community Center | United Healthcare |
| Johnson-Melloh Inc. | Vanco, LLC (S Corp) |
| Koorsen, Inc. | Verizon, Inc. |
| KOYA Leadership Partners, LLC | Volgistics, Inc. |
| LabCorp Employer Service, Inc. | webstaurantstore.com (S Corp) |
| LaMargarita | West Landscaping, Inc. |
| Lancaster-Schert Equipment, LLC | Wiese, Inc. |
| Late Harvest Kitchen | WTTS 92.3 Inc. |
| Liberty Mutual Insurance | Zulu Nyala Game Lodge |
A person has a financial interest in an organization if the person has, directly or indirectly, through business, investment, or family:
- An ownership or investment interest in an organization in excess of $1,000 annually, or
- A compensation arrangement with an organization in excess of $1,000.
An “investment interest” shall only include an investment interest representing more than 5% of the outstanding shares of a publicly traded company or comparable interest of a privately owned company. You are not obligated to report investment interests that are less than these thresholds.
In addition, if you have an ownership or investment interest in, or a compensation arrangement with, any entity or individual with which Second Helpings, Inc. is negotiating a transaction or arrangement, please disclose below.
If you have a financial or investment interest as explained above, please describe. If you have nothing to disclose, please write “NONE.”