Conflict of Interest Policy

1. Purpose

The purpose of this Conflict of Interest Policy is to protect the interests of headacheMD for all Foundation (the "Foundation") when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, director, employee, or volunteer of the Foundation, or might result in a possible excess benefit transaction. This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

2. Definitions

2.1 Interested Person

Any director, officer, employee, or volunteer, including members of their immediate family, who has a direct or indirect financial interest, as defined below, is an interested person.

2.2 Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

• An ownership or investment interest in any entity with which the Foundation has a transaction or arrangement;
• A compensation arrangement with the Foundation or with any entity or individual with which the Foundation has a transaction or arrangement;
• A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Foundation is negotiating a transaction or arrangement;
• Any other relationship or interest that could reasonably be construed as creating a conflict of interest.

2.3 Immediate Family

Immediate family includes spouses, domestic partners, parents, children, siblings, and in-laws.

3. Procedures

3.1 Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

3.2 Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

3.3 Procedures for Addressing the Conflict of Interest

• An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
• The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
• After exercising due diligence, the governing board or committee shall determine whether the Foundation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
• If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Foundation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

3.4 Violations of the Conflict of Interest Policy

• If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
• If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action, which may include removal from the board or committee.

4. Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:

• The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest existed, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.
• The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

5. Compensation

A voting member of the governing board who receives compensation, directly or indirectly, from the Foundation for services is precluded from voting on matters pertaining to that member's compensation.

6. Annual Statements

Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

• Has received a copy of the conflicts of interest policy;
• Has read and understands the policy;
• Has agreed to comply with the policy; and
• Understands the Foundation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

7. Periodic Reviews

To ensure the Foundation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at minimum, include the following subjects:

• Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.
• Whether partnerships, joint ventures, and arrangements with management organizations conform to the Foundation's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.

8. Use of Outside Experts

When conducting the periodic reviews, the Foundation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

9. Medical Review Committee

Members of the Medical Review Committee must recuse themselves from reviewing any application for assistance involving:

• Their own patients;
• Patients of practices with which they have a financial relationship;
• Patients referred by entities in which they have a financial interest;
• Any case where they may personally benefit from the approval or denial of assistance.

10. Financial Assistance Committee

Members of the Financial Assistance Committee must recuse themselves from reviewing any application where:

• They have a personal relationship with the applicant;
• They have a financial interest in the outcome;
• They work for or have a financial relationship with the healthcare provider involved;
• Any other circumstance that could reasonably be perceived as a conflict of interest.

11. Enforcement

Violations of this policy may result in:

• Removal from the board of directors or committee;
• Termination of employment or volunteer relationship;
• Legal action if violations involve illegal conduct;
• Reporting to appropriate regulatory authorities when required by law.

12. Policy Review and Updates

This policy shall be reviewed annually by the Board of Directors. Updates to this policy must be approved by a majority vote of the disinterested directors. The policy shall be updated as necessary to comply with applicable laws and regulations.

13. Contact Information

Questions about this policy should be directed to:

headacheMD for all Foundation
Email: info@headacheMD.org
Phone: (713) 426-3337
Address: 19907 Empress Crossing Ct, Spring, TX 77379