HDPAC.ORG

CONFLICT OF INTEREST POLICY

Article I – Purpose:
The purpose of this Board conflict of interest policy is to protect HDPAC.ORG’s interests when it is
contemplating entering into a transaction or arrangement that might benefit the private interests of an
officer or director of HDPAC.ORG or might result in a possible excess benefit transaction.
2. This policy is intended to supplement, but not replace, any applicable state and federal laws governing
conflicts of interest applicable to nonprofit and charitable organizations.
3. This policy is also intended to identify “independent” directors.

Article II – Definitions:
Interested person — Any director, principal officer, or member of a committee with governing board
delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial interest — A person has a financial interest if the person has, directly or indirectly, through
business, investment, or family: (a) An ownership or investment interest in any entity with which
HDPAC.ORG has a transaction or arrangement, (b) A compensation arrangement with HDPAC.ORG or
with any entity or individual with which HDPAC.ORG has a transaction or arrangement, or (c) A
potential ownership or investment interest in, or compensation arrangement with, any entity or individual
with which HDPAC.ORG is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not
insubstantial. A financial interest is not necessarily a conflict of interest.

Article III – Procedures:
Duty to Disclose — In connection with any actual or possible conflict of interest, an interested person
must disclose the existence of any financial interest and be given the opportunity to disclose all material
facts to the Board or Executive Committee.
2. Disclosure of nonfinancial interests. Directors shall disclose nonfinancial interests generally in their
annual statement, and specifically as individual interests arise. Nonfinancial interests are expected and
shall not be reviewed unless a Board member (including the affected member) requests that the interest be
reviewed under the Conflict of Interest Policy.
3. Recusal of Self – Any director may recuse himself or herself at any time from involvement in any
decision or discussion in which the director believes he or she has or may have a conflict of interest,
without going through the process for determining whether a conflict of interest exists.
4. Determining Whether a Conflict of Interest Exists — After disclosure of the financial interest all
material facts will be disclosed and reviewed, including discussion with the interested person. Upon
request by a Board member the material facts of a nonfinancial interest will be reviewed, including
discussion with the interested party. Then the potentially conflicted Member shall leave the Board
meeting while the determination of a conflict of interest is discussed and voted upon. The remaining
Board members shall decide if a conflict of interest exists.

5. Procedures for Addressing the Conflict of Interest:
i. An interested person may make a presentation at the Board meeting, but after the presentation,
he/she shall leave the meeting during the discussion of, and the vote on, the transaction, arrangement, or
other matter involving the possible conflict of interest.
ii. The Chairperson of the Board shall, if appropriate, appoint a disinterested person or committee
to investigate alternatives to the proposed transaction or arrangement.
ii. After exercising due diligence, the Board or shall determine whether HDPAC.ORG can obtain
with reasonable efforts a more advantageous transaction or arrangement from a person or entity that
would not give rise to a financial conflict of interest.
iv. If a more advantageous transaction or arrangement is not reasonably possible under
circumstances not producing a financial conflict of interest, the Board shall determine by a majority vote
of the disinterested directors whether the transaction or arrangement is in HDPAC.OR’s best interest, for
its own benefit, and whether it is fair and reasonable.
In conformity with the above determination, it shall make its decision as to whether to enter the
transaction or arrangement.
6. Violations of the Conflicts of Interest Policy:
i. If the Board member has reasonable cause to believe a member has failed to disclose actual or
possible conflicts of interest, it shall inform the member of the basis for such belief and afford the
member an opportunity to explain the alleged failure to disclose.
ii. If, after hearing the member’s response and after making further investigation as warranted by
the circumstances, the Board or Executive Committee determines the member has failed to disclose an
actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV – Records of Proceedings
The minutes of the Board and all committees with board delegated powers shall contain:
i. The names of the persons who disclosed or otherwise were found to have a financial interest in
connection with an actual or possible conflict of interest, the nature of the financial interest, any action
taken to determine whether a conflict of interest was present, and the Board’s or Executive Committee’s
decision as to whether a conflict of interest in fact existed.
ii. The names of the persons who were present for discussions and votes relating to the
transaction or arrangement, the content of the discussion, including any alternatives to the proposed
transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V – Compensation.
A. voting member of the Board who receives compensation, directly or indirectly, from
HDPAC.ORG for services is precluded from voting on matters pertaining to that member’s compensation.
B. A voting member of any committee whose jurisdiction includes compensation matters and
who receives compensation, directly or indirectly, from HDPAC.ORG for services is precluded from
voting on matters pertaining to that member’s compensation.

C. No voting member of the Board or any committee whose jurisdiction includes compensation
matters and who receives compensation, directly or indirectly, from HDPAC.ORG, either individually or
collectively, is prohibited from providing information to any committee regarding compensation.

Article VI – Annual Statements. Each director, principal officer, and member of a committee with Board delegated powers shall annually sign a statement which affirms such person:
i. Has received a copy of the conflict-of-interest policy,
ii. Has read and understands the policy,
iii.. Has agreed to comply with the policy, and
iv. Understands HDPAC is a 527 organization and
v. Each voting member of the Board shall annually sign a statement which declares whether such
person is an independent director.
vi. If at any time during the year, the information in the annual statement changes materially, the
director shall disclose such changes and revise the annual disclosure form.
vii. The Executive Committee shall regularly and consistently monitor and enforce compliance
with this policy by reviewing annual statements and taking such other actions as are necessary for
effective oversight.

Article VII – Periodic Reviews To ensure HDPAC.ORG operates in a manner consistent with its 527
status and does not engage in activities that could jeopardize its legal status therefore, periodic reviews
shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey
information (if reasonably available), and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations, if
any, conform to HDPAC.ORG’s written policies, are properly recorded, reflect reasonable investment or
payments for goods and services, further our purposes and do not result in inurement or impermissible
private benefit or in an excess benefit transaction.

Article VIII – Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, HDPAC.ORG may, but need not,
use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility
for ensuring periodic reviews are conducted.
Revision History by the HDPAC.ORG Board Initial Conflict of Interest policy adopted on this Date:
_____ ________ 2021.

Director and Officer Conflict of Interest Statement
1. Name: ____________________________________ Date: ____________________
2. Are you a member in Good Standing? Yes No
3. What organization or other membership affiliation do you represent? _________________________ 4.

Position: Are you a voting Director? Yes ____ No________
Are you an Officer? Yes No If you are an Officer, which Officer position do you hold:
_____________________________________________________________________.
5. I affirm the following: I have received a copy of the HDPAC.ORG Conflict of Interest Policy.
_________ (initial) I have read and understand the policy. _________ (initial) I agree to comply with the
policy. _________ (initial)
I have reviewed the Board Member Job Description. _________ (initial) I understand that HDPAC.ORG
is 527 political organization and to maintain its legal status it must engage primarily in activities which
accomplish its goals. _________ (initial)
6. Disclosures:
a. Do you have a financial interest (current or potential), including a compensation arrangement,
as defined in the Conflict-of-Interest policy with HDPAC.ORG? Yes No
i. If yes, please describe it: ____________________________________________
ii. If yes, has the financial interest been disclosed, as provided in the Conflict-of-Interest policy?
Yes ___ No____
b. In the past, have you had a financial interest, including a compensation arrangement, as defined
in the Conflict-of-Interest policy with HDPAC.ORG? Yes ____ No____
i. If yes, please describe it, including when (approximately):
_______________________________________________
ii. If yes, has the financial interest been disclosed, as provided in the Conflict-of-Interest policy?
Yes__________ No__________

Date: _________________

Signature of director: ____________________________