Conflict of Interest Policy

Plain-language summary: Tell us early when you have a stake in a decision. Step out of the room when that decision gets made. Let us write it down. Nobody gets in trouble for disclosing — only for hiding.

This page has two jobs. It explains how we think about conflicts, in plain language. It also states the rules and procedures we are legally required to follow. Both matter. Skim the parts you need.

Purpose
Guiding Principles
Who This Policy Applies To
Definitions
What Counts as a Conflict of Interest
Where We Are: Two Sets of Rules
Rule One: No Self-Dealing
Rule Two: No Excess Benefit
Doing Business with Insiders
Disclosure Requirements
Deciding Whether a Conflict Exists
Managing Conflicts
Decision-Making and Recusal
Minutes and Records
Gifts and Benefits
Documentation and Transparency
Violations
Annual Disclosure and Review
Review of This Policy

Purpose

This policy exists to protect the integrity, trust, and mission of Stimpunks Foundation. A conflict of interest arises when personal, financial, or organizational interests could improperly influence — or appear to influence — decision-making on behalf of Stimpunks Foundation.

Because Stimpunks Foundation is community-rooted and relationship-rich, conflicts are expected to arise. The goal of this policy is not to eliminate relationships, but to name, manage, and document conflicts transparently and ethically.

This policy also does specific legal work. It helps directors, officers, and executive staff recognize situations that present a conflict of interest, and it gives us a procedure that — when we follow it — allows a transaction to be treated as valid and binding even though someone involved had, or may have had, a conflict.

A conflict of interest may exist when the interests of any director, officer, executive staff member, manager, or other responsible person — or that person’s family, or any group or organization to which that person owes allegiance — may be seen as competing with the interests of Stimpunks Foundation.

Where anything in this policy is inconsistent with federal or state law, the law controls.

Guiding Principles

Transparency over secrecy. Conflicts should be disclosed early and openly.
Lived experience matters. Community ties are a strength, not a flaw.
No punishment for disclosure. Naming a conflict is responsible behavior.
Accountability without shame. We manage conflicts through process, not blame.
Mission first. Decisions must prioritize Stimpunks Foundation’s purpose and values.

Disclosure is protected. Retaliation against anyone who discloses a conflict, raises a concern, or asks whether something counts is itself a violation of this policy. See our Whistleblower & Concern Reporting Policy.

Who This Policy Applies To

This policy applies to:

Members of the Board of Directors
Officers of the Foundation
Executive staff
Staff and contractors
Volunteers with decision-making authority
Advisors or collaborators acting on behalf of Stimpunks Foundation

It also reaches the family and household of everyone above, and any firm or entity they own, control, or hold a substantial financial interest in. A conflict does not stop being a conflict because it belongs to someone close to you.

Definitions

Plain definitions, so nobody has to guess.

Significant Interest. Ownership of, control over, or a substantial financial interest in a firm or entity. If you would benefit financially from Stimpunks doing business with them, treat it as a Significant Interest.

Family. We use two circles, on purpose.

Legal family, for the tax rules below: spouse or partner, ancestors, children, grandchildren, great-grandchildren, and the spouses or partners of those children, grandchildren, and great-grandchildren.
Disclosure family, which is wider: the legal circle plus siblings, household members, and chosen family — the people whose interests a reasonable observer would say are bound up with yours.

Disclose using the wide circle. We apply the legal tests to the narrow one.

Insider. Our shorthand for anyone the tax rules treat as too close to the Foundation for an arm’s-length transaction. The precise legal term shifts as our status changes — see Where We Are — but it always includes our directors, officers, and executive staff, their legal family, and entities they largely own or control. Under private foundation rules it also includes substantial contributors. Under public charity rules it also includes anyone who has held substantial influence over the Foundation in the past five years.

Comparability data. Evidence about what the same thing costs, or the same job pays, somewhere else. Salary surveys, competing bids, comparable contracts, published pay ranges for similar organizations of similar size. It is how we show a price or a salary is reasonable rather than merely agreed to among friends.

Recusal. Stepping out of a decision. Not a punishment. A protection — for you and for the Foundation.

What Counts as a Conflict of Interest

A conflict of interest may be actual, potential, or perceived. Perceived counts. If it would look wrong written up in a newsletter, name it.

Examples include, but are not limited to:

Financial interests in vendors, partners, grantees, or funders
Employment, consulting, board service, or leadership roles in organizations whose work intersects with ours
Allegiance to a group or organization whose interests could compete with the Foundation’s
Family or household relationships with anyone on the other side of a transaction
Receiving gifts, payments, or benefits connected to organizational decisions
Setting or approving the compensation of someone you are close to
Applying for, reviewing, or deciding a grant where you or your people stand to benefit

Having a conflict does not mean wrongdoing. Failing to disclose one does.

Where We Are: Two Sets of Rules

Stimpunks Foundation is transitioning from private foundation status to public charity status. Two different federal regimes bear on this policy, and right now both matter.

Private foundation rules apply until our reclassification is effective. They govern our conduct today. Depending on the path the transition takes, they can also apply retroactively if the transition does not complete. See Rule One.
Public charity rules apply once reclassification is effective. They are the destination, and adopting their discipline now is how we arrive in good standing. See Rule Two.

We do not treat this as a countdown to looser rules. The stricter rule applies until it doesn’t, and the habits both regimes reward are identical: disclose early, recuse from your own transactions, gather comparability data, and document the reasoning while the decision is being made.

This section is a plain-language summary of federal tax law, not tax advice. When in doubt, ask before acting.

Rule One: No Self-Dealing

Applies now, while we remain a private foundation.

Financial transactions between the Foundation and an Insider are prohibited — not merely discouraged, and not fixable by a board vote. Approval does not cure self-dealing. Neither does a fair price. Neither does the transaction being good for the Foundation.

Prohibited acts include selling, exchanging, or leasing property; lending money or extending credit; furnishing goods, services, or facilities; and any other transfer or use of Foundation assets for the benefit of an Insider.

The law allows a narrow set of exceptions. The ones that matter to us:

Reasonable compensation. The Foundation may pay an Insider for personal services that are reasonable and necessary to carry out our exempt purpose, as long as the compensation is not excessive. This is how our staff get paid. It requires documented reasoning about what the work is and why the pay is reasonable.
Free is fine. An Insider may give the Foundation goods, services, or the use of facilities at no charge.
Same terms as everyone else. The Foundation may furnish goods, services, or facilities to an Insider on terms no better than those offered to the general public.

If a transaction with an Insider does not fit clearly inside one of those exceptions, we do not do it, and we do not vote on whether to do it. We seek advice from counsel or our accountant first.

The consequences are personal, not just organizational. Self-dealing carries excise taxes charged to the individual who self-dealt — 10% of the amount involved — plus 5% charged to any manager who knowingly approved it. If the transaction is not corrected, those rates rise sharply, to 200% and 50%. This is one of the few areas where a board member can be taxed personally for a board decision.

Rule Two: No Excess Benefit

Applies once our public charity reclassification is effective. We follow it now.

As a public charity, the outright prohibition softens into a standard: the Foundation may transact with an Insider, but an Insider may never receive more from the Foundation than they give back in value. A transaction where the benefit flowing to the Insider exceeds the value the Foundation receives in return is an excess benefit transaction, and it carries excise taxes — 25% charged to the Insider, rising to 200% if it is not corrected, plus 10% charged to any manager who knowingly approved it.

The law provides a way to establish, up front, that a transaction is reasonable. Three steps:

Approved in advance by the Board or a committee composed entirely of people with no conflict of interest in that transaction.
The deciding body obtained and relied on comparability data before deciding — not after.
The body documented the basis for its decision at the time it made it — concurrently, in the minutes, not reconstructed later.

Do all three and the burden shifts: the transaction is presumed reasonable, and the IRS must rebut it. Skip any one and we are defending the deal from scratch, years later, from memory.

This is the same procedure the rest of this page describes. Recusal is what makes step one possible. Comparability data is step two. Minutes are step three. That is not a coincidence — it is why the procedure exists.

Doing Business with Insiders

Unless specifically authorized in advance by the Board of Directors, Stimpunks Foundation and its affiliates will not do business with any firm or entity owned or controlled by a board member, officer, executive staff member, or member of their family — or with any firm or entity in which such a person holds a Significant Interest.

Each director, officer, and executive staff member must promptly notify the President or the Executive Director on becoming aware that the Foundation is doing business with, or is considering doing business with, a firm or entity in which they hold a Significant Interest.

Where the Board does authorize such a transaction, it must:

First confirm the transaction is permitted under Rule One while private foundation rules still apply
Look for an alternative first. The President appoints a disinterested person or committee to investigate whether we can get a more advantageous arrangement, with reasonable effort, from someone who presents no conflict.
Obtain and review comparability data
Approve the specific terms, conditions, and fees — not merely the idea of the transaction
Record its reasoning, and the alternatives it considered, in the minutes at the time
Exclude the interested person from the vote

If a more advantageous conflict-free arrangement is not reasonably attainable, the Board decides — by majority vote of the disinterested directors — whether the transaction is in the Foundation’s best interest, is for its own benefit, and is fair and reasonable to the Foundation. It enters into the transaction only in conformity with that determination.

The same procedure governs compensation. Nobody participates in setting or approving their own pay, or the pay of someone they are close to.

Disclosure Requirements

Individuals covered by this policy must:

Disclose any actual, potential, or perceived conflict as soon as they become aware of it
Disclose any Significant Interest in a firm or entity the Foundation is considering doing business with, before the discussion goes any further
Update disclosures when circumstances change
Complete an annual written disclosure statement
Err on the side of disclosure when unsure

Disclosures may be made:

In writing to the President or the Executive Director
During a meeting where the relevant decision is being discussed
Through our concern reporting channels

There is no penalty for disclosing something that turns out not to be a conflict. There is no such thing as over-disclosing here.

Deciding Whether a Conflict Exists

Sometimes it is not obvious. That is normal, and it has a procedure.

When it is unclear whether a conflict of interest exists, the person with the potential conflict discloses the circumstances to the Board of Directors. The Board resolves the question by vote.

The person with the potential conflict must first give the Board any and all relevant information. They then abstain from the vote and leave the room for the discussion and the vote.

Managing Conflicts

When a conflict is disclosed, Stimpunks Foundation determines an appropriate response, which may include:

Full disclosure to the relevant decision-makers
Recusal from discussion or decision-making
Gathering comparability data before proceeding
Independent review or outside consultation
Adjusting roles, scope, or responsibilities
Declining the transaction entirely
Documenting the conflict and its resolution in our records

The response is proportionate to the nature of the conflict. Proportionate cuts both ways: a small conflict does not deserve a tribunal, and a serious one does not get waved through because everyone likes each other.

Decision-Making and Recusal

A person with a conflict does not participate in decisions where that conflict applies.
Before stepping out, they must provide the Board or committee with all relevant information. Recusal is not a reason to withhold what you know.
They may be present for the informational portion of the discussion where that is useful.
They leave the room for the final deliberation and the vote, and do not vote.
The recusal is documented.

Recusal is a protective measure, not a disciplinary one. It protects the decision, the Foundation, and the person recusing.

Minutes and Records

This section is short and load-bearing. It is what makes everything above real.

The minutes of any Board or committee meeting where a conflict arises must record:

That the conflict of interest was disclosed, and its nature
Who was present, and that the interested person was not present for the final discussion or the vote
That the interested person did not vote
The comparability data considered, where the decision involved a transaction or compensation
The alternatives considered, and why the chosen one was preferred
The basis for the decision — the actual reasoning, written down at the time
The decision reached, and the terms approved

Concurrent means concurrent. Minutes drafted at the next meeting and approved the one after are still concurrent; a reconstruction assembled years later under audit is not.

A decision that was handled correctly but recorded nowhere is, in practice, a decision we cannot defend. Where a committee makes a decision under this policy, that decision is reported to the full Board at its next meeting.

Gifts and Benefits

Gifts, favors, or benefits that could influence — or appear to influence — decisions should be declined or disclosed.
Nominal or community-based gifts — zines, art, food, mutual aid in kind — may be acceptable, but should still be named where relevant.
Gifts to the Foundation itself are governed by our Gift Acceptance Policy.

Note that a large gift to the Foundation can make the giver an Insider under the rules that currently apply to us, which changes what we are allowed to do with them afterward. That is worth knowing before we accept and before we contract.

Documentation and Transparency

Conflicts and their management are documented internally.
Where appropriate, conflicts may be disclosed publicly through our Transparency Log and our accountability materials.
Sensitive personal details are handled with care. Transparency about a decision does not require exposing someone’s private circumstances.

We default to open. Openness about how a decision was made is not the same as openness about someone’s family or finances, and we do not confuse the two.

Violations

Failure to disclose a conflict may result in:

Review of the decision or action taken
Rescission, correction, or unwinding of the transaction
Corrective steps to address harm
Reassessment of role or responsibilities

Where a violation involves self-dealing or an excess benefit, correction is not optional — federal law requires the transaction to be undone, and the excise taxes described above may fall on individuals personally.

Responses will be fair, proportional, and grounded in care. Care includes telling the truth about what went wrong.

Annual Disclosure and Review

Every board member, officer, and executive staff member completes and signs a Conflict of Interest Statement each year. The statement:

Confirms they have received, read, and understand this policy
Confirms they agree to comply
Confirms they understand that Stimpunks Foundation must engage primarily in activities that accomplish its tax-exempt purposes
Discloses any current or anticipated conflicts, Significant Interests, and affiliations

The blank form is published openly, at Conflict of Interest Statement. Anyone can read what we ask, and any organization is welcome to adapt it. What people write in it is never published.

Signed statements are retained with our governance records. The Board reviews the disclosures annually and monitors compliance with this policy on an ongoing basis, not only when something goes wrong.

Annual disclosure and consistent monitoring are not optional extras. They are what a written conflict of interest policy is understood to include, and we intend to be able to say honestly that we do both.

Review of This Policy

This policy is reviewed at least annually by the Board of Directors and updated as Stimpunks Foundation evolves. It will be reviewed again when our public charity reclassification takes effect.

Document ID: SF-GOV-COI-2.0
Status: Revised — pending adoption by the Board of Directors
Supersedes: Conflict of Interest Policy v1.0, published 29 January 2026