conflict-of-interest-policy

name	conflict-of-interest-policy
title	Conflict of Interest Policy
description	Drafts U.S. corporate and nonprofit conflict-of-interest policies with disclosure mechanics, review/recusal procedures, and enforcement controls aligned to IRS governance guidance and state corporate/nonprofit standards. Use when creating or updating COI policies, board disclosure rules, related-party transaction procedures, or Form 990 governance practices. Trigger: conflict of interest, COI, related party, interested person, board disclosure, nonprofit governance, Form 990, recusal.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/conflict-of-interest-policy
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	us
practice	corporate
language	en

Conflict of Interest Policy

Produces an adoptable policy for identifying, disclosing, evaluating, and resolving conflicts in U.S. corporate or nonprofit governance.

Prerequisites

Gather before drafting:

1. Organization type and jurisdiction (e.g., Delaware corp, California nonprofit)
2. Governing documents — bylaws, charter, committee charters
3. Board/management structure and covered-persons list
4. Current related-party transactions and disclosure history
5. Industry-specific rules, if any (healthcare, education, financial services)

Quick Start

1. Confirm entity type (corporate vs. nonprofit) and jurisdiction.
2. Identify covered persons (board, officers, key employees, committee members).
3. Draft policy sections using the assembly checklist below.
4. Attach disclosure form and annual acknowledgment as appendices.
5. Obtain board adoption and schedule annual certification cycle.

Policy Assembly Checklist

• Scope and applicability
• Definitions
• Disclosure obligations
• Review, recusal, and approval procedure
• Documentation and recordkeeping
• Training and annual certification
• Enforcement and remedies
• Appendices: disclosure form + annual acknowledgment

Section Requirements

Section	Required Content
Purpose & Scope	Integrity, fiduciary duties, decision-making protection; applies to board, officers, key employees, committee members, covered persons
Definitions	Conflict of interest, interested person, disinterested/independent director, financial interest, family member, material interest
Disclosure	Timing (annual + ad hoc), written form, recipients, record retention
Review & Resolution	Recusal rules, quorum handling, decision standard, approval options, documentation
Monitoring	Annual training, conflicts register, periodic related-party review