Conflict of Interest Policy

Purpose
This conflict of interest policy is implemented for the purpose of avoiding any conflict between the interests of Saint Louis All Dogs (“SLAD”) and any SLAD Board member or officer’s personal, professional or business interests.

Obligations
Board members and officers have a duty to act in good faith toward SLAD and should avoid all conflicts of interest as well as the appearance of any conflicts of interest. A conflict of interest arises whenever a SLAD Board member or officer has a material financial or personal interest in a proposed SLAD transaction. A financial interest may be direct or indirect, and includes substantial gifts or favors.

Disclosure
All SLAD Board members and officers must disclose any interests that they or a family member have in other entities where it is foreseeable that SLAD may enter into any business dealings with the entity. Board members and officers must disclose any actual or possible conflicts to the chairperson of the Board as such situations may arise. When a Board member or officer has an interest in a transaction being considered by the Board, he or she must disclose that interest before the Board takes action on the matter. The Board member or officer shall not be present in the meeting while the matter is being considered. The minutes of the meeting will reflect that a conflict of interest disclosure was made and the affected Board member or officer was absent from deliberations and voting.

Compensation
This conflict of interest policy shall not be construed to preclude Board members or officers from performing services for the benefit of SLAD, provided that such services are either uncompensated or compensated at a reasonable and customary rate, according to the nature of the services provided. However, a voting Board member or officer who receives compensation from SLAD for his or her services may not vote on matters pertaining to that member’s compensation.