Conflict of Interests Policy

I. Purpose

The purpose of this Conflict of Interest Policy (the “policy”) is to protect WTA’s interests when it is considering entering into a transaction or arrangement that might benefit the private interests of a director, officer, or employee of WTA or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. 

II. Identifying Conflicts of Interest

1. What is a conflict of interest?

   A potential conflict of interest arises when a director, officer, employee, or that person’s family or business (a) stands to gain a financial benefit from an action WTA takes or a transaction into which WTA enters; or (b) has another interest that impairs, or could be seen to impair, the independence or objectivity of the director, officer, or employee in discharging their duties to WTA.  

   
   

2. What are some examples of potential conflicts of interest?

   It is impossible to list all the possible circumstances that could present conflicts of interest. Potential conflicts of interest include situations in which a director, officer, employee, or that person’s family or business: 

   1. has an ownership or investment interest in any third party that WTA deals with or is considering dealing with; 

   2. receives or may receive compensation, including direct and indirect remuneration as well as gifts or favors that are not insubstantial, or other benefits from third parties WTA deals with or is considering dealing with; 

   3. has a close personal or business relationship with a participant in a transaction being considered by WTA.

3. In situations where you are uncertain, err on the side of caution and disclose the potential conflict as set forth in Section III of this policy. 

4. A potential conflict is not necessarily a conflict of interest. A person has a conflict of interest only if the board of directors decides, pursuant to Section IV of this policy, that a conflict of interest exists.

III. Disclosing Potential Conflicts of Interest

You must disclose to the best of your knowledge all potential conflicts of interest as soon as you become aware of them and be given the opportunity to disclose all the material facts to the board of directors. 

IV. Determining Whether a Conflict of Interest Exists

After there has been disclosure of a potential conflict and after gathering any relevant information from the concerned director, officer, or employee, the board of directors shall determine whether there is a conflict of interest. The director, officer, or employee shall not be present for deliberation or vote on the matter and must not attempt to influence the determination of whether a conflict of interest exists. 

V. Procedures for Addressing a Conflict of Interest 

1. When a matter involving a conflict of interest comes before the board, the board may seek information from the director, officer, or employee with the conflict prior to beginning deliberation and reaching a decision on the matter. However, a conflicted person shall not be present during the discussion or vote on the matter and must not attempt to influence the deliberation or vote.

2. After exercising due diligence, the board of directors shall determine whether WTA can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

3. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board of directors shall determine by a majority vote of the disinterested directors present at that meeting whether the transaction or arrangement is in WTA’s best interest, for its own benefit, and whether it is fair and reasonable. 

VI. Minutes and Documentation 

The minutes of any board meeting at which a matter involving a conflict of interest or potential conflict of interest was discussed or voted upon shall include: 

1. the name of the interested party and the nature of the interest;
   

2. the decision as to whether the interest presented a conflict of interest;
   

3. any alternatives to a proposed contract or transaction considered by the board; and 
   

4. if the transaction was approved, the basis for the approval.