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Conflict of Interest Policy of Peoria Association Article I Purpose The purpose of the conflict of interest policy is to protect this

tax-exempt organization's (Organization) interest when it is contemplating entering into a transaction or arrangement that might enefit the pri!ate interest of an officer or "irector of the Organization or might result in a possi le excess enefit transaction# This policy is inten"e" to supplement ut not replace any applica le state an" fe"eral laws go!erning conflict of interest applica le to nonprofit an" charita le organizations# Article II $efinitions %# Intereste" Person Any "irector& principal officer& or mem er of a committee with go!erning oar" "elegate" powers& who has a "irect or in"irect financial interest& as "efine" elow& is an intereste" person# '# (inancial Interest A person has a financial interest if the person has& "irectly or in"irectly& through usiness& in!estment& or family) a# An ownership or in!estment interest in any entity with which the Organization has a transaction or arrangement& # A compensation arrangement with the Organization or with any entity or in"i!i"ual with which the Organization has a transaction or arrangement& or c# A potential ownership or in!estment interest in& or compensation arrangement with& any entity or in"i!i"ual with which the Organization is negotiating a transaction or arrangement# Compensation inclu"es "irect an" in"irect remuneration as well as gifts or fa!ors that are not insu stantial#

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A financial interest is not necessarily a conflict of interest# *n"er Article III& +ection '& a person who has a financial interest may ha!e a conflict of interest only if the appropriate go!erning oar" or committee "eci"es that a conflict of interest exists# Article III Proce"ures %# $uty to $isclose In connection with any actual or possi le conflict of interest& an intereste" person must "isclose the existence of the financial interest an" e gi!en the opportunity to "isclose all material facts to the "irectors an" mem ers of committees with go!erning oar" "elegate" powers consi"ering the propose" transaction or arrangement# '# $etermining .hether a Conflict of Interest -xists After "isclosure of the financial interest an" all material facts& an" after any "iscussion with the intereste" person& he.she shall lea!e the meeting "uring the "iscussion of& an" the !ote on& the transaction or arrangement in!ol!ing the possi le conflict of interest# # The chairperson of the go!erning oar" or committee shall& if appropriate& appoint a "isintereste" person or committee to in!estigate alternati!es to the propose" transaction or arrangement# c# After exercising "ue "iligence& the go!erning oar" or committee shall "etermine whether the Organization can o tain with reasona le efforts a more a"!antageous transaction or arrangement from a person or entity that woul" not gi!e rise to a conflict of interest# "# If a more a"!antageous transaction or arrangement is not reasona ly possi le un"er circumstances not pro"ucing a conflict of interest& the go!erning oar" or committee shall "etermine y a ma1ority !ote of the "isintereste" "irectors whether the transaction or arrangement is in the Organization's est interest& for its own enefit& an" whether it is fair an" reasona le# In conformity with the a o!e "etermination it shall ma0e its "ecision as to whether to enter into the transaction or arrangement# 2 .she shall lea!e the go!erning oar" or committee meeting while the "etermination of a conflict of interest is "iscusse" an" !ote" upon# The remaining oar" or committee mem ers shall "eci"e if a conflict of interest exists# /# Proce"ures for A""ressing the Conflict of Interest a# An intereste" person may ma0e a presentation at the go!erning oar" or committee meeting& ut after the presentation& he.

2# 3iolations of the Conflicts of Interest Policy a# If the go!erning oar" or committee has reasona le cause to elie!e a mem er has faile" to "isclose actual or possi le conflicts of interest& it shall inform the mem er of the asis for such elief an" affor" the mem er an opportunity to explain the allege" failure to "isclose# # If& after hearing the mem er's response an" after ma0ing further in!estigation as warrante" y the circumstances& the go!erning oar" or committee "etermines the mem er has faile" to "isclose an actual or possi le conflict of interest& it shall ta0e appropriate "isciplinary an" correcti!e action# Article I3 4ecor"s of Procee"ings The minutes of the go!erning oar" an" all committees with oar" "elegate" powers shall contain) a# The names of the persons who "isclose" or otherwise were foun" to ha!e a financial interest in connection with an actual or possi le conflict of interest& the nature of the financial interest& any action ta0en to "etermine whether a conflict of interest was present& an" the go!erning oar"'s or committee's "ecision as to whether a conflict of interest in fact existe"# # The names of the persons who were present for "iscussions an" !otes relating to the transaction or arrangement& the content of the "iscussion& inclu"ing any alternati!es to the propose" transaction or arrangement& an" a recor" of any !otes ta0en in connection with the procee"ings# Article 3 Compensation a# A !oting mem er of the go!erning oar" who recei!es compensation& "irectly or in"irectly& from the Organization for ser!ices is preclu"e" from !oting on matters pertaining to that mem er's compensation# 3 .

hether partnerships& 1oint !entures& an" arrangements with management organizations conform to the Organization's written policies& are properly recor"e"& reflect reasona le in!estment or payments for goo"s an" ser!ices& further charita le purposes an" "o not result in inurement& impermissi le pri!ate enefit or in an excess enefit transaction# 4 .# A !oting mem er of any committee whose 1uris"iction inclu"es compensation matters an" who recei!es compensation& "irectly or in"irectly& from the Organization for ser!ices is preclu"e" from !oting on matters pertaining to that mem er's compensation# c# 5o !oting mem er of the go!erning oar" or any committee whose 1uris"iction inclu"es compensation matters an" who recei!es compensation& "irectly or in"irectly& from the Organization& either in"i!i"ually or collecti!ely& is prohi ite" from pro!i"ing information to any committee regar"ing compensation# Article 3I Annual +tatements -ach "irector& principal officer an" mem er of a committee with go!erning oar" "elegate" powers shall annually sign a statement which affirms such person) a# 6as recei!e" a copy of the conflicts of interest policy& # 6as rea" an" un"erstan"s the policy& c# 6as agree" to comply with the policy& an" "# *n"erstan"s the Organization is charita le an" in or"er to maintain its fe"eral tax exemption it must engage primarily in acti!ities which accomplish one or more of its tax-exempt purposes# Article 3II Perio"ic 4e!iews To ensure the Organization operates in a manner consistent with charita le purposes an" "oes not engage in acti!ities that coul" 1eopar"ize its tax-exempt status& perio"ic re!iews shall e con"ucte"# The perio"ic re!iews shall& at a minimum& inclu"e the following su 1ects) a# .hether compensation arrangements an" enefits are reasona le& ase" on competent sur!ey information& an" the result of arm's length argaining# # .

hen con"ucting the perio"ic re!iews as pro!i"e" for in Article 3II& the Organization may& ut nee" not& use outsi"e a"!isors# If outsi"e experts are use"& their use shall not relie!e the go!erning oar" of its responsi ility for ensuring perio"ic re!iews are con"ucte"# 5 .Article 3III *se of Outsi"e -xperts .