THUNDERBIRD SCHOOL OF
CONFLICTS OF INTEREST POLICY
ARTICLE 1 PURPOSE
The purpose of the conflicts of interest policy is to protect Thunderbird's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or Trustee of Thunderbird. This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations.
ARTICLE 2 DEFINITIONS
2.1 Interested Person
Any Trustee, officer, or member of a Committee of the Board of Trustees who has a direct or indirect financial interest, as defined below, is an interested person.
2.2 Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or a related person:
(a) An ownership or investment interest in any entity with which Thunderbird has a transaction or arrangement, or
(b) A compensation arrangement with Thunderbird or with any entity or individual with which Thunderbird has a transaction or arrangement, or
(c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which Thunderbird is negotiating a transaction or arrangement.
"Transactions or arrangements" include the sale, lease, or exchange of property, the lending or borrowing or money, and the payment of compensation. "Transactions or arrangements" do not include transactions involving the rendering of services as a common contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority. Further, "ownership or investment interest" does not include ownership of less than one percent (1%) of the outstanding stock of any publicly-traded corporation or entity.
Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature. "Related person" means a person's spouse; parents; children; spouses or parents of children; grandchildren; siblings; mothers and fathers-in-law; brothers and sisters-in-law, and anyone who lives in the person's home.
ARTICLE 3 PROCEDURES
3.1 Duty to Disclose
In connection with any actual or possible conflicts of interest, an interested person must disclose the existence and nature of his or her financial interest to the Trustees and members of the Board Committee considering the proposed transaction or arrangement.
3.2 Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest, and all relevant facts known to the interested person regarding the matter giving rise to the financial interest, the interested person shall leave the Board or Committee meeting while the financial interest is discussed and voted upon. The remaining Board or Committee members shall decide if a conflict of interest exists.
3.3 Procedures for Addressing the Conflict of Interest
(a) The Chairman of the Board or Committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
(b) After exercising due diligence, the Board or Committee shall determine whether Thunderbird can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.
(c) If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board or Committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in Thunderbird’s best interest and for its own benefit and whether the transaction is fair and reasonable to Thunderbird and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.
3.4 Violations of the Conflicts of Interest Policy
(a) If the Board or Committee has reasonable cause to believe that 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
(b) If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the Board or Committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
ARTICLE 4 RECORDS OF PROCEEDINGS
The minutes of the Board and all Committees shall contain:
(a) 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 Committee’s decision as to whether a conflict of interest in fact existed.
(b) 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 therewith.
ARTICLE 5 ANNUAL STATEMENTS
Each Trustee, officer and member of a Board Committee shall annually sign a statement which affirms that such person:
(a) Has received a copy of this Conflicts of Interest Policy;
(b) Has read and understands the policy; and
(c) Has agreed to comply with the policy.
THUNDERBIRD SCHOOL OF
ANNUAL CONFLICTS OF INTEREST ACKNOWLEDGMENT STATEMENT
In accordance with Article 5 of the Conflicts of Interest Policy (the “Policy”), the undersigned trustee, officer, and/or committee member with Board-delegated powers of Thunderbird School of Global Management (“Thunderbird”) hereby attests and affirms that he or she
1. has received a copy of the Policy,
2. has read and understands the Policy, and
3. has agreed to comply with the Policy.
DATED this ___ day of ________20____.