CAOS Conflict of Interest Policy

Purpose

The purpose of this Conflict of Interest Policy is to protect the interests of the Center for Accessibility and Open Source (CAOS), a California nonprofit public benefit organization, when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a director, officer, or other interested person. This policy is intended to ensure compliance with applicable California nonprofit laws, maintain public trust, and prevent both actual conflicts of interest and the appearance of impropriety.

Scope

This policy applies to all directors, officers, committee members, and key employees of the Center for Accessibility and Open Source (CAOS). It governs any transaction, arrangement, or decision in which an Interested Person may have a direct or indirect financial interest, as defined herein.

Definitions

Interested Person — Any director, officer, committee member, or key employee with a direct or indirect financial interest is an “Interested Person.”

Financial Interest — A person has a financial interest if they, directly or indirectly, through business, investment, or family:

  • Have an ownership or investment interest in any entity with which CAOS has or is considering a transaction or arrangement
  • Have a compensation arrangement with CAOS or with any entity or individual with which CAOS has or is considering a transaction or arrangement
  • Have a potential ownership, investment, or compensation interest in such an entity or individual

“Family” includes spouse, domestic partner, ancestors, siblings, children, grandchildren, and their spouses.

A financial interest is not necessarily a conflict of interest; a conflict arises when the Board determines that the interest could compromise independent judgment or create the appearance of impropriety.

Policy Statement

Duty to Disclose

Interested Persons must disclose the existence and nature of their financial interest to the Board of Directors or relevant committee prior to any discussion or vote on the matter. Disclosure should be made in writing and in good faith and with sufficient detail to allow informed evaluation.

Compensation and Board Participation

CAOS recognizes that, given its mission and the specialized expertise required in accessibility and open-source work, it may occasionally be appropriate for directors or officers to engage in compensated work for the organization.

Such arrangements are permitted only if:

  • The compensation is reasonable and comparable to market rates
  • The arrangement is clearly documented in advance
  • The Interested Person does not participate in discussion or approval of their own compensation or contract
  • The Board (excluding the Interested Person) determines that the arrangement serves CAOS’s mission and operational needs

No director may approve their own compensation.

Prohibited Activities

The following are prohibited:

  • Self-dealing transactions that are not fair and reasonable to CAOS
  • Use of CAOS assets for personal benefit
  • Undisclosed financial interests in transactions involving CAOS
  • Any arrangement that could reasonably be perceived as compromising the integrity or independence of CAOS

Transparency and Public Trust

CAOS is committed to maintaining the highest standards of integrity. All decisions involving potential conflicts shall be made with attention to transparency, fairness, and maintaining public trust.

Responsibilities

Board of Directors

  • Adopt and maintain this policy
  • Determine whether a conflict of interest exists following disclosure by an Interested Person
  • Investigate alternatives to any proposed transaction or arrangement in which a conflict has been identified
  • Approve conflict-of-interest transactions only when all required conditions are met
  • Document all conflict determinations, decisions, and rationale in meeting minutes
  • Conduct periodic reviews of compensation arrangements, partnerships, and contractual relationships
  • Ensure annual COI statements are distributed, collected, and retained

Executive Director / Board President

  • Ensure all directors, officers, and key employees receive, read, and execute the annual COI statement
  • Bring potential conflicts to the Board’s attention proactively
  • Maintain records of disclosures and Board decisions

Directors, Officers, and Key Employees

  • Disclose financial interests in writing prior to any related Board or committee discussion or vote
  • Absent themselves from discussion and voting on matters in which they have a financial interest, unless requested solely to provide factual information
  • Execute the annual COI statement affirming receipt, understanding, and agreement to comply with this policy

Procedures

Determining Whether a Conflict Exists

After disclosure:

  • The Interested Person shall leave the meeting during discussion and voting on the matter, unless invited to provide factual information
  • The remaining Board or committee members shall determine whether a conflict of interest exists

Procedures for Addressing a Conflict

If a conflict of interest is identified:

  1. The Board or committee may investigate alternatives to the proposed transaction or arrangement
  2. After exercising due diligence, the Board may approve the transaction only if:
    • It is fair and reasonable to CAOS
    • It is in CAOS’s best interests
    • It is consistent with CAOS’s mission
    • It is approved by a majority of disinterested directors

The Board must document the basis for its decision.

Records of Proceedings

The minutes of the Board and all committees shall contain:

  • The names of persons who disclosed or were found to have a financial interest
  • The nature of the interest
  • Any actions taken to determine whether a conflict existed
  • The Board’s decision and rationale
  • A record of votes, including abstentions

Annual Statements

Each director, officer, and key employee shall annually sign a statement affirming that they:

  • Have received a copy of this policy
  • Have read and understand the policy
  • Agree to comply with the policy
  • Understand that CAOS is a charitable organization and must operate in a manner consistent with its mission and tax-exempt status

Periodic Reviews

To ensure CAOS operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, the Board shall periodically review:

  • Compensation arrangements
  • Partnerships and contractual relationships
  • Any transactions involving potential conflicts

Revision History

Version Date Summary
0.1 2025-08-27 Initial draft (Word document)
0.2 2026-06-29 Converted to CAOS markdown policy format; pending Board adoption