The House of UHS Foundation
Governance Manual
Conflict of Interest Policy
Version
1.0
Status
Draft — Pending Board Adoption
Prepared By
Felicia Crest
Founder & Chief Executive Officer
Prepared Date
July 7, 2026
Table of Contents
- Purpose
- Scope
- Definition of Conflict of Interest
- Duty to Disclose
- Determining Whether a Conflict Exists
- Recusal
- Documentation
- Gifts and Personal Benefits
- Annual Disclosure
- Violations
- Annual Review
- Appendix A — Conflict of Interest Disclosure Form
The House of UHS Foundation was founded on the principles of Unity, Healing, and Support. As stewards of the public trust, every individual associated with the Foundation holds a responsibility to act with honesty, transparency, and undivided loyalty to the organization's mission. This Conflict of Interest Policy exists to protect that trust — ensuring that personal interests never compromise the integrity of the Foundation's decisions, and that the communities we serve can always rely on us to do what is right.
1. Purpose
The House of UHS Foundation is committed to integrity, transparency, ethical leadership, stewardship, and maintaining the public's trust. The purpose of this Conflict of Interest Policy is to protect the interests of the Foundation and to ensure that all individuals acting on its behalf make decisions that are in the best interests of the organization — free from the influence of personal, financial, or familial interests.
Board members, officers, committee members, volunteers serving in decision-making roles, and key leadership personnel must always act in the best interests of the organization. This policy provides a framework for identifying, disclosing, and managing actual, potential, and perceived conflicts of interest so that the Foundation's decisions reflect its founding values of Unity, Healing, and Support, and remain worthy of the trust placed in it by donors, partners, and the communities it serves.
2. Scope
This policy applies to all individuals who hold a position of influence or decision-making authority within the Foundation, including:
- Board Members
- Officers
- Committee Members
- Executive Director
- Volunteers serving in decision-making roles
3. Definition of Conflict of Interest
A conflict of interest exists when a Covered Person's personal, professional, financial, or familial interests could influence, or appear to influence, their objectivity, judgment, or loyalty to the Foundation. Conflicts may take three forms:
Actual Conflict
An actual conflict exists when a Covered Person has a direct personal, financial, or familial interest in a transaction, decision, or relationship involving the Foundation that could affect their judgment.
Potential Conflict
A potential conflict exists when a Covered Person's interests could give rise to a conflict in the future, even if no conflict is present at the moment.
Perceived Conflict
A perceived conflict exists when a reasonable person could conclude that a Covered Person's interests might influence their judgment — even if no actual conflict is present. The appearance of a conflict can be just as damaging to public trust as an actual conflict.
Examples of Conflicts
Conflicts of interest may arise in many forms, including but not limited to:
- Financial interests — a Covered Person or their immediate family stands to gain financially from a transaction with the Foundation;
- Family relationships — a Covered Person has a family member who is being considered for employment, a contract, or a benefit from the Foundation;
- Business ownership — a Covered Person has an ownership interest in a business that provides goods or services to, or receives grants from, the Foundation;
- Vendor relationships — a Covered Person has a personal or financial connection to a vendor, contractor, or supplier under consideration by the Foundation;
- Employment relationships — a Covered Person is employed by, or serves as a consultant to, an organization that has a business or funding relationship with the Foundation;
- Gifts — a Covered Person accepts gifts, favors, or hospitality from an individual or entity seeking to do business with or influence the Foundation.
Even the appearance of a conflict should be disclosed. The existence of a conflict does not, by itself, indicate wrongdoing — what matters is that conflicts are identified, disclosed, and managed with full transparency.
4. Duty to Disclose
Every Covered Person has a continuing duty to disclose any known or suspected actual, potential, or perceived conflict of interest. Individuals must disclose any potential conflict before discussion or voting begins — at the earliest opportunity after becoming aware of the conflict, and in all cases before the Foundation takes action on the matter in question.
Disclosure shall be made orally at the meeting where the matter is being discussed, followed by written disclosure filed with the corporate records. If a conflict arises outside of a meeting, the Covered Person shall disclose it in writing to the Board Chair, or to the Vice Chair or Secretary if the conflict involves the Chair, no later than the next regular meeting of the Board.
5. Determining Whether a Conflict Exists
After a disclosure is made, the Board shall review the matter to determine whether a conflict of interest exists. The review shall be conducted in a fair, thorough, and confidential manner.
The interested individual may answer factual questions posed by the Board to clarify the nature of the conflict, the interests involved, and the potential impact on the Foundation. However, the interested individual shall not participate in deliberations and must leave the discussion before deliberation begins.
The remaining members of the Board shall deliberate and determine whether a conflict exists and, if so, what action is appropriate — which may include permitting the transaction to proceed with safeguards, modifying the terms, or declining the transaction altogether.
6. Recusal
Individuals with a conflict of interest shall recuse themselves from the matter entirely. Specifically, a Covered Person with a conflict:
- Shall not vote on the matter in question;
- Shall not influence discussion or attempt to sway the opinions of other Board members — whether during the meeting or informally outside of it; and
- Shall leave the meeting during deliberation whenever practical, to allow the remaining members to deliberate freely and without the presence or influence of the conflicted individual.
The recusal shall be recorded in the meeting minutes. If the Board requests, the recusing individual may provide factual information relevant to the matter before leaving the room.
7. Documentation
The Secretary shall ensure that the minutes of every Board or committee meeting at which a conflict is disclosed record the following information:
- The nature of the conflict, including the interests or relationships involved;
- The persons present during the discussion and deliberation;
- The decision reached by the Board regarding the conflict and any proposed transaction;
- The voting results, including the recusal of the interested individual.
All conflict of interest disclosures, determinations, and meeting minutes shall be retained by the Foundation for a minimum of seven (7) years, or such longer period as required by applicable law.
8. Gifts and Personal Benefits
Board members and leadership personnel should not accept gifts, favors, or compensation that could reasonably influence organizational decisions or that could create the appearance of improper influence. This includes gifts from vendors, contractors, grant applicants, donors, or any other individual or entity seeking to do business with or benefit from the Foundation.
Nominal appreciation gifts — such as small tokens of gratitude given in a customary and appropriate context — may be accepted when they are of modest value and do not create any obligation or expectation of favorable treatment. When in doubt, Covered Persons should decline the gift or disclose it to the Board Chair for guidance.
9. Annual Disclosure
Every Board Member and key leadership personnel shall complete a Conflict of Interest Disclosure Form (attached hereto as Appendix A) on an annual basis — no later than the annual meeting of the Board. In addition, Covered Persons shall update or complete a new Disclosure Form whenever circumstances change in a way that creates a new conflict or alters an existing one.
By signing the annual Disclosure Form, the Covered Person affirms that they have read and understood this Conflict of Interest Policy, agree to abide by its terms, and commit to disclosing any future conflicts as they arise throughout the year.
10. Violations
Failure to disclose a known conflict of interest, failure to recuse as required by this policy, or any other violation of this policy constitutes a serious breach of fiduciary duty. Such violations may result in Board review and appropriate corrective action, up to and including removal from the Board or termination of the individual's role with the Foundation, as permitted by the Corporation's bylaws.
Any person who becomes aware of a potential violation is encouraged to report it to the Board Chair, Vice Chair, or Secretary. The Foundation shall not retaliate against any person who, in good faith, reports a suspected violation of this policy.
11. Annual Review
The Board shall review this policy annually — no less than once per calendar year — to ensure it remains current with applicable law, aligned with evolving governance best practices, and responsive to the Foundation's operational experience. The Governance Committee, or the Board acting in its absence, shall present any recommended amendments to the full Board for consideration.
This policy may be amended by a majority vote of the Board at any duly noticed meeting. Proposed amendments shall be submitted in writing to all directors no fewer than fourteen (14) days prior to the meeting at which the vote is to be taken.
Appendix A
Conflict of Interest Disclosure Form
The House of UHS Foundation
Name
Position
Date
Do you currently have any actual or potential conflicts of interest as defined in the Conflict of Interest Policy?
If yes, please describe the relationship or financial interest:
Certification
"I certify that I have read and understand the House of UHS Foundation Conflict of Interest Policy and have disclosed all known actual or potential conflicts."
Signature
Date
If no conflicts of interest are known, please check "No" above. Submission of this form is required annually and whenever circumstances change. Please return the completed form to the Secretary of the Board.
Board Adoption
This document becomes effective upon approval by the Board of Directors of The House of UHS Foundation.
Approved By
Board Chair
Board Secretary
Date Adopted
Effective Date
Next Review
Version History
1.0
Version 1.0
Initial Draft
The House of UHS Foundation • Building Hope Through Unity, Healing & Support
Federally recognized 501(c)(3) public charity • Serving Virginia & North Carolina
The House of UHS Foundation
Conflict of Interest Policy
Version 1.0 — Pending Board Adoption