Purpose

To protect the interests of Nuclear Fusion Events when it contemplates a transaction that might benefit the private interest of a director, officer, or key person, or result in an excess benefit transaction. This policy supplements, and does not replace, applicable state and federal law governing conflicts of interest in nonprofit corporations.

Who it covers

Every director, officer, and member of a committee with board-delegated powers, and any employee or contractor with substantial influence over the organization\u2019s affairs.

What counts as an interest

A direct or indirect financial interest arising through compensation, ownership, or investment; a family relationship; or a competing loyalty to another organization. An interest is not automatically a conflict — the Board determines whether a conflict exists.

Duty to disclose

The interested person must disclose the existence and material facts of the interest to the directors considering the transaction, before it is discussed.

Procedure

The interested person may present factual information and answer questions, then leaves the meeting while the matter is discussed and voted on. The remaining directors determine whether a more advantageous arrangement is reasonably attainable, and approve the transaction only by a majority of disinterested directors and only if it is fair and reasonable to the organization.

Records

Minutes record the names of those who disclosed an interest, the nature of the interest, the Board\u2019s determination, the alternatives considered, and the vote. Every covered person signs an annual statement affirming they have received, read, understood, and agree to comply with this policy.

Violations

If the Board has reasonable cause to believe a person has failed to disclose an interest, it informs that person of the basis and gives them an opportunity to explain. If a failure to disclose is found, the Board takes appropriate corrective and disciplinary action.