Conflict of Interest Policy
How the Fund identifies, discloses, and manages conflicts of interest.
ADOPTED by the Board of Directors on October 7, 2026. Published through /transparency. Next review: October 2027. Counsel review is recommended.
Adopted by the Board on: October 7, 2026 Next review: October 2027
1. Purpose
The purpose of this policy is to protect the Fund’s interests whenever it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Fund, or might result in a possible excess benefit transaction. This policy supplements, but does not replace, any applicable state or federal laws governing conflicts of interest. (IRS Form 990, Part VI, Line 12 asks whether the Fund has a written conflict-of-interest policy, whether officers and directors disclose annually, and whether the Fund monitors and enforces it.)
2. Definitions
Interested Person — any director, officer, or member of a committee with Board-delegated powers who has a direct or indirect financial interest, as defined below. If a person is an interested person with respect to any entity in a transaction, they are an interested person with respect to all entities affected by the transaction.
Financial Interest — a person has a financial interest if they have, directly or indirectly, through business, investment, or family:
- an ownership or investment interest in any entity with which the Fund has a transaction or arrangement;
- a compensation arrangement with the Fund or with any entity or individual with which the Fund has a transaction or arrangement; or
- a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Fund is negotiating a transaction or arrangement.
A financial interest is not necessarily a conflict of interest. A conflict exists only when the Board (or committee) decides one does.
3. Procedures
3.1 Duty to disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and committee members considering the proposed transaction or arrangement.
3.2 Determining whether a conflict exists
After disclosure and after any discussion with the interested person, the interested person leaves the meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members decide whether a conflict of interest exists.
3.3 Addressing the conflict
- An interested person may make a presentation at the meeting, but after the presentation they leave during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
- The chair of the Board or committee may, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- After exercising due diligence, the Board or committee determines whether the Fund can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
- If a more advantageous transaction or arrangement is not reasonably possible, the Board or committee determines by a majority vote of the disinterested directors whether the transaction or arrangement is in the Fund’s best interest, for its own benefit, and fair and reasonable. It then decides whether to enter into it.
3.4 Violations
- If the Board or committee has reasonable cause to believe a person has failed to disclose an actual or possible conflict of interest, it informs the person of the basis for that belief and gives them an opportunity to explain.
- If, after hearing the explanation and making further investigation as warranted, the Board or committee determines the person has failed to disclose, it takes appropriate disciplinary and corrective action.
4. Records of proceedings
The minutes of the Board and committees with Board-delegated powers contain:
- the names of the persons who disclosed or were otherwise found to have a financial interest, the nature of the interest, any action taken to determine whether a conflict existed, and the Board’s or committee’s decision;
- the names of the persons present for discussion and votes relating to the transaction, the content of the discussion (including any alternatives considered), and a record of any votes taken.
5. Compensation
A voting member of the Board who receives compensation, directly or indirectly, from the Fund for services is precluded from voting on matters pertaining to that member’s compensation. No voting member who receives compensation may be prohibited from providing information to any committee regarding compensation.
6. Annual statements
Each director, officer, and committee member with Board-delegated powers annually signs a statement affirming that they:
- have received a copy of this policy,
- have read and understand it,
- agree to comply with it, and
- understand the Fund is charitable and must engage primarily in activities that accomplish its exempt purposes.
7. Periodic reviews
To ensure the Fund operates consistently with its charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, the Board conducts periodic reviews including whether compensation arrangements are reasonable and the result of arm’s-length bargaining, and whether partnerships, joint ventures, and arrangements with management organizations conform to written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement or impermissible private benefit.
8. Asset transfers involving affiliates
Any transfer of assets to or from an affiliated organization (Balance Solar; exact legal name to be confirmed) is reviewed under this policy and under Section 12 of the Gift Acceptance Policy. The interested person does not vote. Counsel and independent directors review the transaction before the Fund accepts or conveys anything.
9. Use of outside experts
When conducting the periodic reviews in Section 7, the Fund may, but need not, use outside advisers. Their use does not relieve the Board of its responsibility.