BY-LAWS OF THE FRIENDS OF PAYNES PRAIRIE, INC.

(part)

The Citizen Support Organization for Paynes Prairie Preserve State Park

Amended 15 February 2006 by the Board of Directors (Article VI 14.)

Amended 13 February 2014 by the Board of Directors (Article IX 1.)

__________________________________________________________

ARTICLE VI

BOARD OF DIRECTORS

14. Conflict of Interest Policy. In order to prevent the personal interest of staff members, board members and volunteers from interfering with the performance of their duties to the Friends of Payne’s Prairie, Inc. or to prevent activities which would result in personal, financial, professional or political gain on the part of such persons at the expense of the Corporation, the Corporation has adopted the following conflict of interest policy and practices, to-wit:

1. Board members, staff members and volunteers of the Corporation shall furnish to the Board of Directors written notice of all conflicts of interest, which shall include but not be limited to the following:

a. A Board member related to another Board member or staff member by blood, marriage or domestic partnership.

b. A staff member, interpreted as an employee of the Corporation, who acts in a supervisory capacity to or is related to another staff member whom he or she supervises.

c. A Board member individually or the company or organization of which they are employed stands to benefit from a transaction involving FOPP.

d. A Board member’s employer receives gifts or grants from FOPP.

e. A Board member or a staff member is a member of the governing body of a contributor to FOPP, with the term “contributor” to refer to financial support additional to mere payment of a membership fee.

f. A volunteer who works on a regular basis on behalf of FOPP who meets any of the situations or criteria listed above for Board members.

2. In the event of a possible conflict of interest or any of the conditions listed above, the Board of Directors shall determine whether a conflict of interest exists, and, if so, the Board shall vote to authorize or reject the transaction or take other action deemed necessary to address the conflict and protect FOPP’s best interest. Both votes shall be by a majority vote without counting the vote of the interested Director even if this results in less than a quorum contributing to the vote.

3. Any Board member or committee member of FOPP who is formally considering employment with FOPP must take a temporary leave of absence as a Board member or committee member until the position is filled. If such Board member or committee member accepts said employment, such individual must resign as a Board member or committee member. A request for a temporary leave of absence shall be in written forms submitted to the Secretary or President and the request and any action taken shall be reflected in the minutes of FOPP.

4. An interested Board member, officer or staff member shall not participate in any discussion or debate of the Board of Directors or of any committee or subcommittee in which the subject of the discussion is a contract, transaction or situation in which there may be a perceived or an actual conflict of interest. However, such member, officer or staff member may be present to provide clarifying information in such a discussion or debate unless objected to by any present Board or committee member.

5. Anyone in a position to make decisions about spending of FOPP’s resources or who stands to benefit from such decision, has a duty to disclose that conflict as soon as it arises and he or she should not participate in any final decisions.

6. A copy of this conflict policy shall be given to all Board members, volunteers or staff members as well as key committee members on a regular basis. Each Board member, officer, and staff member shall sign and date an acknowledgement of receipt of this conflict policy at the beginning of his or her term of service or employment and such acknowledgement shall be updated periodically by submittal of a written conflict of interest disclosure form. A failure to submit such reports annually or inadvertent omittance to submit said periodic reports does not nullify this policy.