SparkWell Conflicts of Interest Policy

1. About this Policy

1.1. This policy protects Anti Entropy's interests when contemplating transactions or arrangements that might benefit individuals with existing relationships to the organization.

1.2. This policy applies to all board members, officers, employees, and contractors.

1.3. This policy does not form part of any employment or contractor agreement and may be amended at any time.

1.4. Compliance with this policy is mandatory. Violations may result in disciplinary action up to and including termination or removal from the board.

2. Purpose

2.1. Anti Entropy is committed to the highest professional and ethical standards. This policy supplements applicable state and federal laws governing conflicts of interest for nonprofit organizations.

2.2. Anti Entropy values board members, officers, and staff who have knowledge of and engagement with other nonprofits, potential SparkWell Projects, and parties operating in the sector.

2.3. However, the organization must maintain transparency, fairness, and integrity in decision-making by avoiding any situation involving unfair influence, favoritism, or improper behavior.

2.4. Appearance of conflict: Even when no actual conflict exists, situations that could reasonably appear improper to an outside observer must be disclosed and addressed.

3. Policy Statement

3.1. To ensure impartial decision-making:

3.1.1. All actual, potential, or apparent conflicts of interest must be fully disclosed before a decision is made

3.1.2. No board member may participate in any decision in which they have a conflict of interest (other than providing information)

3.1.3. Board members, officers, and staff must continuously review their outside interests and relationships for conflicts

3.1.4. All conflicts must be promptly disclosed to the organization

4. Definitions

4.1. Interested Person

4.1.1. Any current or former board member or officer, or any current employee or contractor, who has a direct or indirect financial interest.

4.2. Officers

4.2.1. Board President, Board Secretary, Board Treasurer, and any other individuals designated as officers by the Board.

4.3. Financial Interest

4.3.1. A person has a financial interest if they have, directly or indirectly, through business, investment, or family:

• An ownership or investment interest in any entity with which Anti Entropy has a transaction or arrangement
• A compensation arrangement with Anti Entropy or with any entity or individual with which Anti Entropy has a transaction or arrangement
• A potential ownership, investment interest, or compensation arrangement with any entity or individual with which Anti Entropy is negotiating

4.4. Compensation

4.4.1. Includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

4.5. Important Note

4.5.1. A financial interest is not necessarily a conflict of interest. The Board decides whether a conflict exists.

5. Common Conflict Scenarios Requiring Disclosure

5.1. SparkWell-Related

5.1.1. You or a family member is employed by or serves on the board of a SparkWell Project applicant or current Project

5.1.2. You have a financial interest in a vendor being considered for a SparkWell Project

5.1.3. You recommended a SparkWell applicant and have an ongoing relationship with the Project Lead

5.1.4. You have a personal or financial relationship with someone applying to SparkWell

5.2. Vendor/Service Provider

5.2.1. You or a family member owns or works for a potential vendor

5.2.2. You receive compensation or gifts from a current or potential vendor

5.2.3. You have a business relationship with someone bidding on Anti Entropy work

5.3. Grantmaking/Fundraising

5.3.1. You serve on the board of an organization that may fund Anti Entropy

5.3.2. You have a relationship with a major donor or potential donor

5.3.3. You are applying for funding from an organization where you have connections

5.4. Other

5.4.1. You are considering outside employment that may conflict with Anti Entropy duties

5.4.2. A family member's employer does business with Anti Entropy

5.4.3. You have an ownership interest in a company considering a transaction with Anti Entropy

5.5. General Rule

5.5.1. When in doubt, disclose. It's better to disclose a potential conflict that turns out to be immaterial than to fail to disclose an actual conflict.

6. Special Considerations

6.1. SparkWell Projects and Grantees

6.1.1. An individual has a financial interest in an actual or potential SparkWell Project if they have, directly or indirectly through family:

• Employment or governing relationship (board member, officer)
• The potential to receive any substantial benefit not otherwise available to the public

6.2. Philanthropic Organizations

6.2.1. Board members, officers, or staff may serve on the board of a philanthropic organization that may also fund Anti Entropy, provided:

• The Board approves the service (documented in minutes)
• The representative is not compensated by the philanthropic organization
• The Board re-approves continuation every two years

6.3. SparkWell Program Conflicts

6.3.1. Project Application Review:

• Disclose connections to applicants before review
• Do not participate in acceptance decisions
• Document disclosure and recusal

6.3.2. Ongoing Project Relationships:

• Disclose personal or financial relationships with Project Leads or team members
• Monitor for appropriate boundaries

6.3.3. Project Vendor Selection:

• Disclose Anti Entropy connections to Project vendors
• Do not influence the Project's vendor decision
• Project Lead retains full authority

6.4. Work-Relevant Romantic and Sexual Relationships

6.4.1. Purpose

Romantic and sexual relationships between individuals in certain work-related contexts can create actual or perceived conflicts of interest, compromise professional judgment, or create power imbalances that affect workplace fairness and integrity. This section establishes disclosure and management requirements for such relationships.

6.4.2. Mandatory Disclosure for Managers

6.4.2.1. Managers must immediately disclose any romantic or sexual relationship (current or, if still creating a conflict of interest, former) with anyone in their direct or indirect reporting line to:

• Board President, OR
• Another designated board member if the Board President is involved in the relationship

6.4.2.2. "Reporting line" includes:

• Direct reports
• Indirect reports (reports of reports)
• Anyone the manager supervises, evaluates, or has authority over

6.4.2.3. Disclosure must occur at the earliest possible time, ideally before the relationship begins or as soon as the reporting relationship is established.

6.4.3. Disclosure Requirements for All Staff

6.4.3.1. All employees and contractors must disclose romantic or sexual relationships (current or, if still creating a conflict of interest, former) when they could lead to an actual or perceived conflict of interest that would be an ongoing or regular concern.

6.4.3.2. Disclosure is required (to Board President or designated contact) for romantic or sexual relationships with:

6.4.3.2.1. Other employees or contractors when the relationship creates or could create:

• Influence over employment decisions (hiring, promotion, compensation, termination)
• Supervision or evaluation authority
• Access to confidential information that benefits one party
• Allocation of work assignments, resources, or opportunities
• Other professional advantages or disadvantages

6.4.3.2.2. External stakeholders including:

• Hiring and recruitment contexts:

  • Applicants for employment or contractor positions when you are a decision-maker or active stakeholder in the hiring process
  • Work trial participants or interns when you are involved in their selection, supervision, or evaluation

• Grantmaking contexts:

  • Individual grantees when you are a decision-maker on funding decisions affecting that individual
  • Leadership or key personnel of grantee organizations when you are a decision-maker on funding decisions for that organization
  • SparkWell Project applicants or Project Leads when you are involved in acceptance or oversight decisions

• Financial and business transactions:

  • Vendors, contractors, or service providers when you are a decision-maker on contracts or purchasing
  • Partners in financial transactions (acquisitions, investments, major purchases)
  • Anyone who would financially benefit from decisions you make on behalf of Anti Entropy or SparkWell Projects

• Other stakeholder relationships:

  • Board members of organizations we partner with or fund
  • Donors or potential donors when you are involved in fundraising or donor relations
  • Collaborators on projects where you have decision-making authority

6.4.3.3. Limited exceptions for minor conflicts: For relationship-related conflicts of interest that would only be relevant for a small number of specific, one-time decisions (not ongoing authority), staff may recuse themselves from those specific decisions without disclosing the romantic or sexual relationship, provided:

• The recusal is documented
• The conflict is truly limited to specific discrete decisions
• The recusal fully addresses the conflict of interest

6.4.3.4. When in doubt, disclose. If you are uncertain whether a relationship requires disclosure, contact the Board President or another board member for guidance.

6.4.4. Addressing Conflicts from Romantic Relationships

6.4.4.1. When a romantic or sexual relationship is disclosed or discovered, Anti Entropy will assess the conflict of interest and determine appropriate measures, which may include:

• Reporting line changes: Reassigning one or both individuals to eliminate supervisory relationships
• Decision-making restrictions: Removing individuals from decisions affecting their partner
• Role modifications: Adjusting responsibilities to eliminate conflicts
• Increased oversight: Additional review of decisions that could be affected by the relationship
• Documentation requirements: Enhanced documentation of decisions involving both parties
• In rare cases: Reassignment or, if no other options exist, separation of employment

6.4.4.2. Relationships within reporting lines are particularly serious and will typically require immediate restructuring to eliminate the direct or indirect reporting relationship.

6.4.4.3. The organization will work to find solutions that minimize disruption while protecting organizational integrity and fairness.

6.4.4.4. Failure to disclose a relationship when required, or failure to comply with conflict mitigation measures, may result in disciplinary action under the Misconduct & Discipline policy.

6.4.5. Contact for Questions and Guidance

6.4.5.1. Before a relationship begins or if you have questions about disclosure requirements, contact:

• Primary contact: Board President Jeffrey Poche
• Alternative contact: Any board member if the Board President is involved

6.4.5.2. Conversations about potential conflicts can be held confidentially to help you understand your disclosure obligations before a situation arises.

6.4.5.3. Staff are encouraged to seek guidance proactively rather than after a conflict has developed.

6.4.6. Annual Disclosure

6.4.6.1. As part of the annual conflict of interest statement process (Section 11), all staff may be asked to affirm whether they have any romantic or sexual relationships that require disclosure under this policy.

6.4.6.2. Even if no relationships require disclosure, staff must complete the annual statement.

7. Procedures

7.1. Duty to Disclose

7.1.1. When an actual or possible conflict exists, the interested person must:

• Disclose the existence of the financial interest or other potential conflict
• Provide all material facts to board members considering the transaction
• Answer questions about the situation

7.2. Determining Whether a Conflict Exists

7.2.1. After disclosure and discussion:

• The interested person leaves the meeting during the conflict determination
• Remaining board members decide if a conflict exists

7.3. Addressing the Conflict

7.3.1. Presentation: The interested person may present information but must leave during discussion and voting

7.3.2. Investigation: The Board may appoint a disinterested person or committee to investigate alternatives

7.3.3. Due Diligence: The Board determines whether Anti Entropy can obtain a more advantageous arrangement without a conflict

7.3.4. Decision: If not, the Board determines by majority vote of disinterested directors whether the transaction is in Anti Entropy's best interest and fair. The Board then decides whether to proceed.

8. Violations

8.1. If the Board believes someone failed to disclose a conflict:

8.1.1. Inform the person and allow them to explain

8.1.2. Investigate as warranted

8.1.3. If violation confirmed, take appropriate disciplinary and corrective action

9. Records

9.1. Meeting minutes must document:

9.1.1. Names of persons with conflicts, nature of the interest, actions taken, and Board's decision

9.1.2. Names of persons present for discussions and votes, content of discussion including alternatives, and record of votes

10. Compensation

10.1. Board Members

10.1.1. Board members serve without compensation

10.1.2. Board members cannot vote on their own expense reimbursement

10.1.3. If the Board considers compensating board members, follow conflict procedures in this policy

10.2. Employees and Contractors

10.2.1. Employees and contractors on the board or a committee cannot vote on their own compensation

10.2.2. They may provide information about their role and market rates but must recuse themselves from compensation decisions

11. Annual Statements

11.1. Required Affirmations

11.1.1. Each board member and officer shall annually sign a statement affirming they:

• Have received and read this policy
• Understand and agree to comply with the policy
• Understand Anti Entropy's tax-exempt purpose and obligations

11.1.2. Employees and contractors may be required to complete annual statements at the Board President's discretion

11.2. Timeline

11.2.1. Annual statements must be completed:

• Upon joining the board, becoming an officer, or starting employment/engagement
• Annually thereafter (typically beginning of calendar year)
• Whenever a new potential conflict arises (supplemental disclosure)

11.2.2. The Board President is responsible for ensuring statements are collected and maintained

12. Periodic Reviews

12.1. The Board will review annually:

12.1.1. Whether compensation arrangements are reasonable and based on market rates

12.1.2. Whether transactions with related parties are fair and advance Anti Entropy's mission

12.1.3. Whether this policy is being followed

12.1.4. Whether the policy needs updating

12.2. Reviews may be conducted by the Board or a designated committee, with outside advisors if needed.

13. Questions and Guidance

13.1. Questions about this policy or whether a situation constitutes a conflict should be directed to Board President Jeffrey Poche.

13.2. For situations involving the Board President, contact another board member.

14. Policy Updates

14.1. This policy will be reviewed annually and updated as needed to reflect changes in operations and applicable laws.