Conflict-of-Interest Policy

JinIX Foundation is committed to operating with the highest standards of transparency, accountability, and ethical conduct. This policy is designed to protect the Foundation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, director, or key employee.

This policy supplements, but does not replace, applicable state and federal laws governing conflicts of interest for nonprofit and charitable organizations. It is intended to ensure that all decisions made on behalf of the Foundation are made solely in the interest of the organization and those it serves.

Interested Person. Any director, principal officer, or member of a committee with board-delegated powers who has a direct or indirect financial interest as defined below.

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 Foundation has a transaction or arrangement;
• A compensation arrangement with the Foundation or any entity or individual with which the Foundation has a transaction or arrangement; or
• A potential ownership, investment, or compensation arrangement with any entity or individual with which the Foundation 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; a conflict exists only when the Board determines one exists after full review.

3.1 Disclosure Duty. Any Interested Person who knows of a potential conflict of interest with respect to any transaction or arrangement under consideration by the Foundation must disclose the existence and nature of the conflict to the Board of Directors or the relevant committee. The disclosure must be made at the earliest practicable time and must be recorded in the minutes of the meeting.

3.2 Recusal. After disclosing a conflict of interest, the Interested Person shall leave the meeting during the discussion of and vote on the matter giving rise to the conflict, and shall not attempt to influence the deliberation or vote.

3.3 Determining Whether a Conflict Exists. The remaining Board or committee members shall determine whether a conflict of interest exists and take appropriate action, which may include declining the transaction, negotiating alternative terms, or approving the arrangement after concluding it is fair and reasonable to the Foundation.

3.4 Documenting the Decision. The minutes of the Board or committee meeting shall contain:

1. The name of the Interested Person and the nature of the interest disclosed;
2. A record that the Interested Person left the meeting and did not vote;
3. A summary of the alternatives considered, if any; and
4. A record of the final decision and the reasoning behind it.

When reviewing or approving compensation for officers, employees, or contractors, the Board shall follow these practices to ensure the compensation is just and reasonable:

• The Board or a designated compensation committee shall review and approve compensation arrangements in advance.
• The Board or committee shall use data from comparably situated organizations to benchmark compensation.
• All compensation decisions, including the basis for the determination, shall be documented in Board or committee minutes.

Persons whose compensation is being reviewed shall not participate in deliberations or vote on their own compensation.

Each director, principal officer, and member of a committee with Board-delegated authority shall annually:

1. Sign and acknowledge that they have received, read, and understand this policy; and
2. Complete and submit a written Conflict-of-Interest Disclosure Form identifying any known or potential conflicts of interest.

Newly appointed directors and officers shall complete this process before beginning their duties. Disclosure forms shall be maintained by the Foundation’s secretary and made available for Board review upon request.

If the Board has reasonable cause to believe a member has failed to disclose an actual or possible conflict 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.

If, after hearing the member’s response and investigating further as warranted, the Board determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action, which may include removal from a committee, removal from the Board, or other measures as the Board deems appropriate under the circumstances.

To ensure that the Foundation operates in a manner consistent with its charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, the Board shall conduct periodic reviews. These reviews shall, at minimum, examine:

• Whether compensation arrangements and benefits are reasonable and the result of arm's-length bargaining;
• 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, advance the Foundation's charitable purposes, and do not result in inurement or impermissible private benefit; and
• Whether agreements to provide goods, services, or funds to the Foundation or to its directors, officers, and key employees further the Foundation's charitable purposes and do not result in private benefit.

When conducting the reviews described above, the Foundation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring that all decisions made in connection with this policy are in the best interests of the Foundation.