CONFLICT OF INTEREST POLICY Wrestle Like A Girl, Inc. ARTICLE I INTRODUCTION The purpose of the Conflict of Interest Policy for Wrestle Like A Girl, Inc. (the “Policy” for the “Corporation”) is to protect the Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a director, principal officer, executive director, any member of a Board committee, or an employee of the Corporation or might result in a possible excess benefit transaction. The Policy has value in and of itself, but all directors, principal officers, the executive director, Board committee members, and employees acknowledge that both they and the Corporation could potentially become subject to penalty excise taxes should they undertake an action that violates or fails to adhere to the Policy. Directors, principal officers, the executive director, Board committee members, and employees have a duty of loyalty and fiduciary responsibility to the Corporation. This means that in matters related to their board and employment activities, directors, officers, committee members, and employees including the executive director, will act in the best interest of the Corporation, will respect the confidentiality of information gained in the course of their activities, and will avoid voting or advising on matters in which they have a direct or indirect financial interest or in which the potential for a conflict of interest otherwise exists. Directors, principal officers, the executive director, Board committee members, and employees must follow the procedures set forth below. The 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 Section 2.1 Interested Person. Any Corporation director, principal officer, executive director, or member of a Board committee who has a direct or indirect financial interest, as defined below, is an “interested person”. Section 2.2 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 proposed or existing contract, transaction, or arrangement (collectively, “Arrangement”); (b) a compensation arrangement with any entity or individual with which the Corporation has an Arrangement; (c) a potential ownership or investment interest in any entity or individual with which the Corporation has an Arrangement; or (d) a position as trustee, director or officer of any entity or individual with which the Corporation has an Arrangement. (a) Family. For purposes of this Section 2.2, the term “family” shall mean the spouse, any person living in the same household, and any relative (first cousin or closer
and including in-laws) of any director, principal officer, executive director, or member of a Board committee. (b) Compensation. “Compensation” includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. (c) 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 Board of Directors or Board committee decides that a conflict of interest exists. ARTICLE III PROCEDURES Section 3.1 Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must fully disclose in writing any financial interest, including all pertinent facts, to the chairperson of the Board of Directors or (in the case of a person serving only on a Board committee) Board committee or to the full Board or Board committee (as the case may be) in a regular meeting the existence of the financial interest and be given the opportunity to disclose all material facts to the directors or members of Board committees considering the Arrangement. Section 3.2 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 Board of Directors or Board committee meeting while the determination whether of a conflict of interest exists is discussed and voted upon. The remaining Board or Board committee members shall decide if a conflict of interest exists. Section 3.3
Procedures for Addressing the Conflict of Interest
(a) An interested person may make a presentation at the Board of Directors or Board committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, whether the Arrangement involves a conflict of interest. The disclosure of the financial interest and the interested person’s recusal shall be recorded in the minutes of the affected meeting. (b) The chairperson of the Board of Directors or Board committee (as the case may be) shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the Arrangement. (c) After exercising due diligence, the Board of Directors or Board committee shall determine whether the Corporation 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 Arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested directors or committee members whether the
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 Arrangement. Section 3.4
Violations of the Policy.
(a) If the Board of Directors or Board committee has reasonable cause to believe an interested person has failed to disclose a financial 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 interested person’s response and after making further investigation as warranted by the circumstances, the Board of Directors or Board committee determines the interested person has failed to disclose a financial interest, it shall take appropriate disciplinary and corrective action. Appropriate disciplinary and corrective actions may include, inter alia, removal from the Board of Directors, Board committee, or office, and/or termination of employment. ARTICLE IV RECORDS OF PROCEEDINGS Section 4.1
The minutes of the Board of Directors or Board committee shall contain:
(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 Board of Directors or Board 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 Arrangement, the recusal from the discussion of the interested person, and a record of any votes taken in connection with the proceedings. ARTICLE V COMPENSATION Section 5.1 Board Votes. A voting member of the Board of Directors who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation. Section 5.2 Committee Votes. A voting member of any Board 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. Section 5.3 Provision of Information. No voting member of the Board of Directors or any Board 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.
ARTICLE VI ANNUAL STATEMENTS Section 6.1 Each director, principal officer, executive director and member of a Board committee shall annually sign a statement substantially in the form that appears at Exhibit 1 to the Policy, which affirms such person: (a)
Has received a copy of the Policy;
(b)
Has read and understands the Policy;
(c)
Has agreed to comply with the Policy; and
(d) Understands the Corporation is a charitable organization 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 REVIEWS Section 7.1 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. ARTICLE VIII 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 Board of Directors of its responsibility for ensuring periodic reviews are conducted.
Exhibit 1 Conflict of Interest Disclosure Form
CONFLICT OF INTEREST DISCLOSURE STATEMENT Wrestle Like A Girl, Inc.
Name: Position: Please initial each statement that applies to you: _____ I have received a copy of the Conflict-of-Interest Policy (“Policy�). _____ I have read and understand the Policy. _____ I agree to comply with the Policy. _____ I understand that Wrestle Like A Girl, Inc. is a charitable organization 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. and _____ I am not aware of any financial interest, as defined by the Policy, that is required to be disclosed under the Policy; or _____ I have described in the attached letter every financial interest, as defined by the Policy, that is required to be disclosed under the Policy. (Please attach a letter providing complete details of any financial interest subject to the Policy.) I am completing this disclosure statement after carefully reviewing the Policy and the definitions therein. I hereby certify that the information set forth above is true and complete to the best of my knowledge.
Name: