Policy C18 - Conflict of Interest

Section 1. Purpose

It is in the best interest of Ski for Light, Inc. to be aware of and properly manage all conflicts of interest and appearances of a conflict of interest. This Conflict of Interest Policy is designed to help directors, committee members and volunteers of Ski for Light, Inc. identify situations that present potential conflicts of interest and to provide Ski for Light, Inc. with a procedure to appropriately manage conflicts in accordance with legal requirements and the goals of accountability and transparency in the organization's operations.

Section 2. Conflict of Interest Defined

In this policy, a person with a conflict of interest is referred to as an "interested person." For purposes of this policy, the following circumstances shall be deemed to create a conflict of interest:

• a. A director, committee member or volunteer (or family member of any of the foregoing) is a party to a contract, or involved in a transaction with Ski for Light, Inc. for goods or services.
• b. A director, committee member or volunteer, (or a family member of any of the foregoing) has a material financial interest in a transaction between Ski for Light, Inc. and an entity in which the director, committee member or volunteer, or a family member of the foregoing, is a director, agent, partner, associate, employee, trustee, personal representative, receiver, guardian, custodian, or other legal representative.
• c. A director, committee member or volunteer, (or a family member of the foregoing) is engaged in some capacity or has a material financial interest in a business or enterprise that competes with Ski for Light, Inc..

The circumstances listed are not exhaustive. Conflicts might arise in other areas or through other relations. It is assumed that directors, committee members and volunteers will recognize such areas and relation by analogy.

Accepting gifts, entertainment or other favors from individuals or entities can also result in a conflict or duality of interest when the party providing the gift/entertainment/favor does so under circumstances where it might be inferred that such action was intended to influence or possibly would influence the interested person in the performance of his or her duties. This does not preclude the acceptance of items of nominal or insignificant value or entertainment of nominal or insignificant value which are not related to any particular transaction or activity of Ski for Light, Inc..

The fact that one of the circumstances described exists does not necessarily mean that a conflict exists, or that the conflict, if it exists, is material enough to be of practical importance, or if material, that upon full disclosure of all relevant facts and circumstances it is necessarily adverse to the interests of Ski for Light, Inc.. However, it is the policy of Ski for Light, Inc. that the existence of any of the circumstances described shall be disclosed before any transaction is consummated.

Section 3. Definitions

• a. A "Conflict of Interest" is any circumstance described in Section 2 of this Policy.
• b. An "Interested Person" is any person serving as a director of Ski for Light, Inc. or a committee member or volunteer who is not a director but is in a position of control over Ski for Light, Inc. or a major donor to Ski for Light, Inc., who has a personal interest that is in conflict with the interests of Ski for Light, Inc..
• c. A "Family Member" is a spouse, parent, child or spouse of a child, brother, sister, or spouse of a brother or sister, of an interested person.
• d. A "Material Financial Interest" in an entity is a financial interest of any kind, which, in view of all the circumstances, is substantial enough that it would, or reasonably could, affect an interested person's or Family Member's judgment with respect to transactions to which the entity is a party.
• e. A "Contract or Transaction" is any agreement or relationship involving the sale or purchase of goods or services, the providing or receipt of a loan or grant, the establishment of any other type of financial relationship, or the exercise of control over another organization. The making of a gift to Ski for Light, Inc. is not a Contract or Transaction.

Section 4. Disclosure Policy and Procedure

It is the policy of Ski for Light, Inc. that:

• a. All directors shall annually attest to their understanding of this policy, and to the existence or lack thereof of any conflicts of interest they may have, by submitting a completed and signed Disclosure Statement to the Secretary, normally during or concurrent with the Annual Meeting of Ski for Light, Inc.
• b. All "interested persons" who are not directors shall annually attest to their understanding of this policy, and to the existence or lack thereof of any conflicts of interest they may have, by submitting a completed and signed Disclosure Statement to the Secretary. The President and/or other directors will identify any such persons to the Secretary during the Annual Meeting, and the Secretary will be responsible for obtaining a completed Disclosure Statement from them in a timely manner.
• c. The Secretary will inform the President as to the contents of submitted Disclosure Statements as soon as possible after the Annual Meeting.
• d. The President will bring any disclosed conflicts of interest to the attention of the Executive Committee or the Board for consideration and action.
• e. The Executive Committee or board shall determine whether a conflict exists, and whether any contemplated transaction may be authorized, or continued in the case of an existing transaction, as just, fair, and reasonable to Ski for Light, Inc.. The decision of the Executive Committee or the board on these matters will rest in their sole discretion, and their concern must be the welfare of Ski for Light, Inc. And the advancement of its purpose.
• f. Transactions with parties with whom a conflicting interest exists may be undertaken only if all of the following are observed:
  • i. The conflicting interest is fully disclosed;
  • ii. The person with the conflict of interest is excluded from the discussion and approval of such transaction;
  • iii. A competitive bid or comparable valuation exists; and
  • iv. The Board of Directors or the Executive Committee has determined that the transaction is in the best interest of the organization.

October 18, 2011