Conflict Of Interest Policy

CONFLICT OF INTEREST POLICY OF THE MEMORIAL DAY FOUNDATION

The Board of Directors of the Memorial Day Foundation, Inc., (hereinafter “The Foundation”) has adopted the following policy in accordance with §715-A of the New York State Not-For-Profit Corporate Law designed to avoid any possible conflict between the personal interests of Directors, Officers, or staff of the Foundation and the interests of the organization.

• Purpose. The purpose of this policy is to ensure that decisions about Foundation operations and the use or disposition of Foundation assets are made in the Foundation’s best interests and are not influenced by any private profit or other personal benefit to the individuals affiliated with the organization who takes part in the decision. In addition to actual conflicts of interest, directors and staff are also obliged to avoid actions that could be perceived or interpreted to be in conflict with Foundation interests.
• Conflict of Interest. A conflict of interest arises whenever the personal or professional interest of any director, officer or key employee is potentially at odds with the best interests of the Foundation. Pursuant to this policy, any director, officer or key employee who has any interest in a contract or other transaction presented to the Foundation for consideration shall make a prompt and full disclosure of his/her interest to the Foundation’s Board of Directors, prior to its actions on such contract or transaction. “Interest” for purposes of this policy means any commitment, investment, relationship, obligation or involvement, financial or otherwise, direct or indirect, that may influence a person’s judgment.
• Procedure. If an issue is to be decided by the Foundation that involves an actual or a potential conflict of interest for a Director, Board Member, or key employee, it is the responsibility of the Director concerned to:

1. 1. Identify the potential conflict of interest.
   2. Disclose the conflict(s) to the Board in writing.
   3. Not be present at or participate in discussion of the contract, transaction, program or motion giving rise to the conflict of interest.
   4. Not attempt to otherwise improperly influence the deliberation or vote on the matter giving rise to the conflict.
   5. Not vote or take any other action on the issue.

• It is the responsibility of the Board of Directors of the Foundation to:

1. 1. After exercising due diligence, which may include investigating alternatives that present no conflicts, determine whether the transaction at issue is in the Foundation’s best interest, for its own benefit, and whether it is fair and reasonable for The Foundation.
   2. Record in the minutes of the Board Meeting the existence and resolution of the potential conflict of interest, and the use of the procedures and criteria of this policy.
   3. Record in the minutes of the Board Meeting any related party transaction, and the use of the procedures and criteria of this policy.

• In addition, prior to their initial election, and annually thereafter, each Director emoof the Foundation shall submit to the Secretary of the Foundation a signed written statement identifying, to the best of the Director or Officer’s knowledge:

1. 1. Any entity of which such director is an officer, director, trustee, member, owner, or employee and with which The Foundation has a relationship.
   2. Any transaction in which The Foundation is a participant and in which the director might have a conflicting interest.
   3. That such director or officer has received a copy of this conflict of interest policy, has read and understood it, and agrees to comply with this policy.

THE MEMORIAL DAY FOUNDATION, INC.

CONFLICT OF INTEREST POLICY:
ACKNOWLEDGEMENT AND FINANCIAL INTEREST DISCLOSURE
STATEMENT

The Memorial Day Foundation, Inc., (“The Foundation”) follows a conflict of interest policy designed to foster public confidence in our integrity and to protect our interest when we are contemplating entering a transaction or arrangement that might benefit the private interest of a director, a corporate officer, our top management official and top financial official, or any of our key employees.

Part I. Acknowledgement of Receipt

I hereby acknowledge that I have received a copy of the conflict of interest policy of the Foundation, have read and understood it, and agree to comply with its terms.

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