‍Conflict of Interest Policy‍

Purpose/Summary: The purpose of this policy is to ensure that decisions made by The Mini Mountain Farm Sanctuary Inc.’s organization and personnel representing the organization are not influenced by any private profit or personal benefit. This policy will also help to identify potential conflict of interest situations. 

Applies To: The Mini Mountain Farm Sanctuary Inc. (“Our Sanctuary”)’s board of directors, officers and employees.

1. Definitions:
   1. “Conflict of Interest”: Occurs when a person in position of authority over an organization such as officer, voting member of the governing body, or an employee who may benefit financially from a decision that can be made due to their position; this may include indirect benefits such as to family members or business relationships with which the person is closely related of affiliated. A conflict of interest does not include a person’s competing or respective duties that do not involve material interest or benefit to a related party. 
   2. Classes of individuals covered by this conflict of interest policy:
      1. “Interested Person”: any current or former officer, director, member of a committee with the board of directors delegated powers, key employee, and five highest compensated employees or disqualified persons
      2. “Independent voting member of the governing body”: must meet all of the following:
         1. The member was not compensated as an officer or as an employee of the organization or of a related organization.
         2. The member did not receive total compensation or other payments exceeding $10,000 during the tax year from the organization or from related organizations as an independent contractor, other than reimbursement of expenses under a specific plan or reasonable compensation for services provided in the capacity as a member of the governing body.
         3. Neither the member, nor any family member of the member, was directly or indirectly involved in a transaction either with Our Sanctuary or a related organization.
      3. “Officer”: a person elected or appointed to manage the organization’s daily operations (e.g. president, vice president, secretary or treasurer). Officers of an organization may be determined by the organization’s organizing documents, bylaws, or resolutions of its governing body or as otherwise designated by applicable state law. The top management and financial officials should be treated as officers.‍
      4. “Key Employee”: an employee of Our Sanctuary (other than an officer, director or trustee) that meets all of the following:
         1. “Responsibility Test”: Employee has responsibilities, powers or influence over the organization as a whole that is similar to those of officers, directors, or trustees; manages a discrete segment of activity of the organization that represents 10% or more of the activities assets, income, or expenses of the organization; or has or shares authority to control or determine 10% or more of the organization’s capital expenditures, operating budget, or compensation for employees.‍
         2. “Top 20 Test”: Employee is one of the 20 employees (that satisfy the above tests) with the highest reportable compensation from the organization and related organizations for the calendar year ending with or within the organization’s tax year.
   3. Related Parties:‍
      1. “Family Member of Family Relationship”: Includes brother, sister (whole or half siblings), spouse or domestic partner, ancestors and lineal descendants‍
      2. “35% Controlled Entity”: an entity that is constructively owned, directly or indirectly, by a given person, such as a the organization’s current or former officers, directors or trustees or key employees or the family members thereof, in which a listed persons has a controlling interest or owns more than 35% of the total combined voting power, profits interest or beneficial interest‍
      3. “Business Relationship”:
         1. One person is employed by the other in a sole proprietorship or by an organization with which the other is associated as a trustee, director, officer, key employee, or 35% or greater controlled entity.
         2. One person is transacting business with the other (other than in the ordinary course of business on the same terms as are generally offered to the public), directly or indirectly, in one or more contracts of sale, lease, license loan, performance of services, or other transaction involving transfers of cash or property valued in excess of $10,000 in the aggregate during Our Sanctuary’s tax year. Indirect transactions are transactions with an organization with which the one person is associated as a trustee, director, officer, key employee, or 35% or greater controlled entity.‍
      4. “Proposed transaction or arrangement”: includes but is not limited to initiating, making the principal recommendation for, approving a purchase or contract; recommending or selecting a vendor or contractor; drafting or negotiating the transaction or authorizing or making payments from Our Sanctuary’s accounts. Transactions include procurement of goods, services, the disposition of Our Sanctuary’s property and provision of services or space by Our Sanctuary.

2. Requirements
   1. This conflict of interest policy statement shall be made available to each voting member of the governing board, officers, and employees.
   2. Each voting member of the governing board, officers, and employees will be required to complete a separate conflict of interest questionnaire on an annual basis.
   3. Duty to Disclose: An interested party is required to disclose any possible or actual conflicts of interests to the President, Directors, Officers, Key Employees or members of committees with governing board delegated powers (as applicable) considering the proposed transaction or arrangement. The interested party should disclose the existence of the interest and all material facts of the interest. 
   4. Determination of a Conflict of Interest: Directors, officers, key employees or committees shall decide if a conflict of interest exists. After disclosure of the interest, presentation of material facts and discussion with the interested party, the conflict of interest shall be discussed by the parties listed above and voted upon. The interested party may not be present while the conflict of interest determination is made. Minutes of the decision should be kept and include the following:
      1. The names of the persons who disclosed or otherwise were found to have an interest in connection with an actual or possible conflict of interest, the nature of the interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.
      2. 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.
   5. Reviews/Violations: A review will be conducted by the governing board and/or officers for any suspected or reported failures to disclose any actual or potential conflict of interests by the parties covered under this policy. If it is determined that any of the parties covered under this policy have failed to disclose actual or possible conflicts of interests, corrective actions as determined by the governing board will be taken. A written record on any report of possible conflict and of any adjustments made to avoid possible conflicts of interest shall be kept by the President & CEO, or where applicable, board chair.

3. Recordkeeping
   1. A written record on any report of possible conflict and of any adjustments made to avoid possible conflicts of interest shall be kept by the President & CEO, or where applicable, board chair.