Rethink Possible Initiative Conflict of Interest Statement

Policy

Purpose

Procedure

I. Policy

1. This conflict of interest policy is designed to help directors, officers, and employees of Rethink Possible Initiative identify situations that present potential conflicts of interest and to Rethink Possible Initiative with a procedure that, if observed, will allow a transaction to be treated as valid and binding even though a director, officer, or employee has or may have a conflict of interest with respect to the transaction. In the event there is an inconsistency between the requirements and procedures prescribed herein and those in federal or state law, the law shall control.

Unless specifically authorized by the Board of Directors, the Executive Committee or the Finance Committee Rethink Possible Initiative and its affiliates will not do business with any firm or entity owned or controlled by any member of the Board of Directors or any officer or any member of the immediate family of any director or officer or any firm or entity, in which any such person has a substantial financial interest (any such ownership or control or financial interest referred to herein as a “Significant Interest”).

2. Each director and officer shall promptly notify the Chairperson of the Board, the Finance Committee or the Audit Committee upon becoming aware that the organization does business, or is considering doing business with, a firm or business in which such director or officer has a Significant Interest.

3. In the event it is not clear that a conflict of interest exists, the individual with the potential conflict shall disclose the circumstances to the Board of Directors. The matter shall be resolved by a vote of the Board of Directors or its Executive Committee. Any interested director shall abstain during such vote.

II. PURPOSE

1. The purpose of this Policy is to ensure objectivity in decision-making by and in behalf of Rethink Possible Initiative and to avoid any conflict of interest or the appearance of a conflict.

2. A conflict of interest may exist when the interests of any responsible person, director, officer, executive staff member, or manager, or said person’s immediate family, or any party, group or organization to which said person has allegiance, may be seen as competing with the interests of Rethink Possible Initiative.

III. PROCEDURE

1. All contracts or purchases of more than $50,000 will be disclosed to the Board, or the Executive Committee or Finance Committees. Board members and officers will disclose any Significant Interest in any firm or business with which Rethink Possible Initiative is considering doing business.

2. After full disclosure is made, the Board, Executive or Finance Committee shall have the discretion to authorize Rethink Possible Initiative to do business with the contractor or vendor, but only after first approving the terms and conditions of the contract or fee. Any interested director shall abstain during such vote. Any Committee decision will be reported to the Board at its next meeting.

3. Moreover, the director or any other person reporting a conflict and attending said meeting, shall retire from the room in which the Board or Committee is meeting and shall not participate in the final deliberations or decision regarding the matter under consideration. However, that person must provide the Board or Committee with any and all relevant information.

4. The Minutes of the meeting of the Board or Committee shall reflect that the conflict of interest was disclosed and that the interested person was not present during the final discussion or vote and did not vote.

5. A conflict of interest disclosure statement shall be furnished annually by each director, officer, and member of the executive staff of Rethink Possible Initiative and at the time any such person assumes his or her position. The Audit Committee will review the disclosure statements and advise the Board of relevant information that may guide the Board’s action and any revisions in this Policy that the Board determines may be necessary.

6. A Copy of this Policy shall be furnished to each new director, officer, executive staff member and manager. This policy shall also be published in the Employee Handbook.

7. The Board of Directors and the Audit Committee will review this Policy annually.