Annex 6
National
Leiomyosarcoma Foundation
CONFLICT OF INTEREST POLICY
Section 1. Definition of Conflicts of Interest.
A conflict of interest will be deemed to exist whenever an individual is in the position to approve or influence Corporation
policies or actions which involve, or could ultimately harm or benefit financially, (a) the individual; (b) any member of
his/her immediate family (spouse, parents, children, brothers or sisters, and spouses of these individuals); or (c) any organization
in which he or an immediate family member is a director, trustee, Officer, member, partner or more than 10% shareholder.
Service on the board of another not-for-profit corporation alone shall not constitute a conflict of interest.
Section 2.
Disclosure of Conflicts of Interest. A Director or Officer shall disclose
a conflict of interest: (a) prior to voting on or otherwise discharging his/her duties with respect to any matter involving
the conflict which comes before the Board or any Committee; (b) prior to entering into any contract or transaction involving
the conflict; (c) as soon as possible after the Director or Officer learns of a conflict; and/or (d) on the annual conflict
of interest disclosure form. The Secretary of the Corporation shall distribute annually to all Directors
and Officers, a form soliciting the disclosure of all conflicts of interest arising during the prior calendar year to date,
including specific information concerning the terms of any contract or transaction with the Corporation and whether the process
for approval set forth in Section 3 of this Conflict of Interest Policy was satisfied.
Section 3. Approval of Transactions Involving Potential Conflicts of
Interest. A Director or Officer who has or learns about an actual or potential
conflict of interest should disclose promptly to the Secretary of the Corporation the material facts surrounding such actual
or potential conflict of interest, including specific information concerning the terms of any contract or transaction with
the Corporation. All efforts should be made to disclose any such contract or transaction and have it approved
by the Board before the arrangement is entered into.
Following receipt of information concerning a contract or transaction involving a potential conflict of interest, the
Board shall consider the material facts concerning the proposed contract or transaction including the process by which the
decision was made to recommend entering into the arrangement on the terms proposed. The Board shall approve
only those contracts or transactions in which (a) the terms are fair and reasonable to the Corporation and (b) the arrangements
are consistent with the best interests of the Corporation. Fairness includes, but is not limited to, the
concepts that the Corporation should pay no more than fair market value for any goods or services which the Corporation receives
and that the Corporation should receive fair market value consideration for any goods or services that it furnishes to others.
The Board shall set forth the basis for its decision with respect to approval of contracts or transactions involving
conflicts of interest in the minutes of the meeting at which the decision is made, including the basis for determining that
the consideration to be paid is fair to the Corporation.
Section 4. Validity of Actions. No contract
or other transaction between the Corporation and one or more of its Directors or Officers, or between the Corporation and
any other corporation, firm, association or other entity in which one or more of its directors or Officers are directors or
Officers, or have a substantial financial interest, shall be either void or voidable for this reason alone or by reason alone
that such Director or Directors or Officer or Officers are present at the meeting of the Board of Directors, or of a Committee
thereof, which authorizes such contract or transaction, or that his/her or their votes are counted for such purpose, if the
material facts as to such Director’s (or Directors’) or Officer’s (or Officers’) interest in such
contract or transaction were disclosed to the Board and the contract or transaction was thereafter approved by a vote sufficient
for such purpose without counting the vote or votes of such interested Director(s) or Officer(s). Common
or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or Committee
which authorizes such contract or transaction. At the time of the discussion and decision concerning
the authorization of such contract or transaction, the interested Director or Officer should not be present at the meeting.
Section 5.
Employee Conflicts of Interest. An employee of the Corporation with a potential
conflict of interest in a particular matter shall promptly and fully disclose the potential conflict to his/her supervisor.
The employee shall thereafter refrain from participating in deliberations and discussions, as well as any decision,
relating to the matter and follow the direction of the supervisor as to how the Corporation decisions which are the subject
of the conflict will be determined. The President shall be responsible for determining the proper way for
the Corporation to handle Corporation decisions which involve unresolved employee conflicts of interest. In
making such determinations, the President may consult with legal counsel.
This Conflict of Interest Policy was adopted by the Board of Directors at a regular meeting of the Board of
Directors of the Corporation held on July 31, 2008, and are still in force at this time.
