ConflictOfInterestPolicy

Conflict of Interest Policy
Category:	Operations
Creators:	Steele Smith
Contributors:	Board of Directors
Created:	August 2018
Updated:	June 2026
Notes:	Conflict of Interest v2.0

Part 1: Purpose

This Conflict of Interest Policy (the "Policy") is designed to help the directors, officers, employees, and key volunteers of DroidBuilders, Inc. (the "Organization") identify situations that present potential conflicts of interest, and to provide the Organization with a procedure that, if followed, will allow a transaction to be treated as valid and binding even though a director, officer, employee, or key volunteer has, or may have, a conflict of interest with respect to it.

This Policy is intended to supplement, not replace, applicable federal and state laws governing conflicts of interest for nonprofit and charitable organizations. In the event of any inconsistency between this Policy and federal or state law, the law shall control. All capitalized terms are defined in Part 2 of this Policy.

As a 501(c)(3) nonprofit education organization, the Organization holds its assets in trust for its charitable, STEM-educational mission. This Policy protects that mission by ensuring decisions are made in the Organization's best interest, free from improper personal influence.

Part 2: Definitions

• A Conflict of Interest is any circumstance described in Part 3 of this Policy.
• A Responsible Person is any person serving as an officer, employee, or member of the board of directors of the Organization, and any volunteer who holds significant decision-making authority over the Organization's resources, agreements, or operations.
• A Family Member is a spouse, domestic partner, parent, child, or spouse of a child, sibling, or spouse of a sibling, of a Responsible Person.
• A Material Financial Interest in an entity is a financial interest of any kind that, in view of all the circumstances, is substantial enough that it would, or reasonably could, affect a Responsible Person's or Family Member's judgment with respect to transactions to which the entity is a party. This includes all forms of compensation. The board may establish a specific dollar amount that it considers to be a Material Financial Interest.
• An Agreement or Transaction is any agreement or relationship involving the sale or purchase of goods, services, or rights of any kind; the providing or receipt of a loan or grant; or the establishment of any other pecuniary relationship by the Organization. The making of a gift to the Organization is not an Agreement or Transaction within the meaning of this Policy.

Part 3: Conflicts of Interest

For purposes of this Policy, the following circumstances are deemed to create Conflicts of Interest.

Outside Interests

• An Agreement or Transaction between the Organization and a Responsible Person or Family Member.
• An Agreement or Transaction between the Organization and an entity in which a Responsible Person or Family Member has a Material Financial Interest, or of which such person is a director, officer, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator, or other legal representative.

Outside Activities

• A Responsible Person competing with the Organization in the rendering of services, or in any other Agreement or Transaction with a third party.
• A Responsible Person having a Material Financial Interest in -- or serving as a director, officer, employee, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator, legal representative, or consultant to -- an entity or individual that competes with the Organization in the provision of services, or in any other Agreement or Transaction with a third party.

Gifts, Gratuities, and Entertainment

A Responsible Person accepting gifts, entertainment, or other favors under circumstances where it might be inferred that the gift was intended to, or reasonably could, influence the Responsible Person in the performance of their duties -- from any individual or entity that:

• does business with, is seeking to do business with, or is a competitor of the Organization;
• has received, is receiving, or is seeking to receive a loan, grant, or other financial commitment from the Organization; or
• otherwise has interests that may be affected by the Responsible Person's actions on behalf of the Organization.

This does not preclude accepting items or entertainment of nominal or insignificant value that are unrelated to any particular transaction or activity of the Organization.

Part 4: Disclosure and Procedures

Duty to Disclose

1. Before board or committee action on an Agreement or Transaction involving a Conflict of Interest, a director or committee member who has a Conflict of Interest and is in attendance shall disclose all facts material to the Conflict of Interest. The disclosure shall be reflected in the minutes of the meeting.
2. A director or committee member who does not plan to attend a meeting at which they have reason to believe the board or committee will act on a matter in which they have a Conflict of Interest shall disclose all material facts to the chair of the meeting in advance. The chair shall report the disclosure at the meeting, and it shall be reflected in the minutes.
3. A Responsible Person who is not a member of the board, or who has a Conflict of Interest regarding an Agreement or Transaction that is not the subject of board or committee action, shall disclose the Conflict of Interest to the Chair or the Chair's designee as soon as it is known, and shall refrain from any action that may affect the Organization's participation in the Agreement or Transaction.
4. Where it is unclear whether a Conflict of Interest exists, the individual shall disclose the circumstances to the Chair or the Chair's designee, who shall determine whether a Conflict of Interest subject to this Policy exists.

Recusal and Voting

1. A person who has a Conflict of Interest shall not participate in, or be permitted to hear, the board's or committee's discussion of the matter, except to disclose material facts and to respond to questions. Such person shall not attempt to exert personal influence over the matter, either at or outside the meeting.
2. A person who has a Conflict of Interest with respect to an Agreement or Transaction to be voted on shall not be counted in determining the presence of a quorum for the vote. Such person may not vote on the matter and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. The person's ineligibility to vote shall be reflected in the minutes.
3. For purposes of this Part, a member of the board has a Conflict of Interest when they stand for election as an officer or for re-election as a member of the board.

Determining Whether the Agreement or Transaction Is in the Organization's Best Interest

After disclosure, and after the conflicted person has left the meeting room:

1. The remaining (disinterested) directors or committee members may, where appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed Agreement or Transaction.
2. After exercising due diligence, the disinterested members shall determine whether the Organization can obtain, with reasonable effort, a more advantageous arrangement from a person or entity that would not give rise to a Conflict of Interest.
3. If a more advantageous arrangement is not reasonably attainable, the disinterested members shall determine by majority vote whether the Agreement or Transaction is fair, reasonable, and in the Organization's best interest. Only if so may they approve it.
4. The basis for the determination -- including any alternatives considered -- shall be documented in the minutes.

Part 5: Violations of This Policy

1. If the board or a committee has reason to believe a Responsible Person has failed to disclose an actual or possible Conflict of Interest, it shall inform the person of the basis for that belief and afford them an opportunity to explain the alleged failure.
2. If, after hearing the response and making any further investigation warranted by the circumstances, the board or committee determines that the Responsible Person has in fact failed to disclose an actual or possible Conflict of Interest, it shall take appropriate disciplinary and corrective action. Such action may include removal from a position, voiding the affected Agreement or Transaction where permitted, or other measures consistent with the Organization's bylaws and applicable law.

Part 6: Compensation

1. A voting member of the board of directors who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.
2. A voting member of any committee whose jurisdiction includes compensation matters, and who receives compensation, directly or indirectly, from the Organization for services, is precluded from voting on matters pertaining to that member's compensation.
3. A person who receives compensation, directly or indirectly, from the Organization, whether as an employee or independent contractor, is not prohibited from providing information to any committee regarding compensation.
4. Compensation shall be reasonable -- an amount that would ordinarily be paid for like services by like organizations under like circumstances -- and compensation decisions shall be documented, including the basis for the decision and any comparable data relied upon.

Note: the Organization is currently operated entirely by volunteers and has no paid staff. This Part is included so the Policy already governs compensation should the Organization engage employees, contractors, or stipended roles in the future.

Part 7: Confidentiality

Each Responsible Person shall exercise care not to disclose confidential information acquired in connection with their status, or information the disclosure of which might be adverse to the interests of the Organization. A Responsible Person shall not disclose or use information relating to the business of the Organization for the personal profit or advantage of the Responsible Person, a Family Member, or any entity in which the Responsible Person has an interest.

Part 8: Records of Proceedings

The minutes of any meeting at which a Conflict of Interest is disclosed or acted upon shall contain:

• the names of the persons who disclosed, or were otherwise found to have, a Conflict of Interest; the nature of the conflict; any action taken to determine whether a conflict was present; and the board's or committee's decision as to whether a conflict in fact existed; and
• the names of the persons present for discussions and votes relating to the Agreement or Transaction; the content of those discussions, including any alternatives considered; and a record of any votes taken.

Part 9: Use of Outside Experts

When reviewing an Agreement or Transaction, conducting a periodic review, or determining the reasonableness of compensation, the Organization may, but need not, use outside advisors such as legal counsel, accountants, or independent appraisers. The use of outside experts does not relieve the board of its responsibility for ensuring that reviews and decisions are conducted in the Organization's best interest.

Part 10: Annual Statements and Acknowledgment

• Each new Responsible Person shall, upon assuming their role, be provided a copy of this Policy and shall acknowledge in writing that they have received and read it.
• Each Responsible Person shall annually sign a statement affirming that the person:
  1. has received a copy of this Policy;
  2. has read and understands the Policy;
  3. has agreed to comply with the Policy; and
  4. understands that the Organization is a charitable, tax-exempt organization whose continued exemption depends on conducting activities that further its STEM-educational and charitable purposes.
• The annual statement shall also identify any relationships, positions, or circumstances in which the Responsible Person is involved that could contribute to a Conflict of Interest -- for example, service as a director of, or consultant to, another nonprofit, or ownership of a business that might provide goods or services to the Organization.
• A Responsible Person shall also disclose to the board any potential Conflict of Interest that arises during the year between annual statements, as soon as it is known.
• Information regarding the business or personal interests of a Responsible Person or a Family Member shall be treated as confidential and generally made available only to the Chair, the Executive Director (if any), and any committee appointed to address Conflicts of Interest, except to the extent additional disclosure is necessary to implement this Policy.

Part 11: Periodic Review of This Policy

• This Policy shall be reviewed at least annually by each member of the board of directors. Any changes shall be communicated promptly to all Responsible Persons.
• Periodic reviews shall, at a minimum, consider whether: (a) compensation arrangements and benefits are reasonable and the result of arm's-length bargaining; and (b) Agreements and Transactions conform to the Organization's written policies, are properly recorded, reflect reasonable payments for goods and services, and further the Organization's charitable, STEM-educational purposes.

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Adopted: August 2018. Last revised: June 2026 (v2.0).