Conflict of Interest Policy

This policy protects the interests of DigitalPlat Foundation, Inc. when it considers a transaction, arrangement, compensation decision, or other matter that may benefit the private interest of a director, officer, key person, or related party. It supplements, and does not replace, applicable federal and state law governing nonprofit and charitable organizations.

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1. Interested persons

An interested person is any director, principal officer, key employee, or member of a committee with board-delegated authority who has a direct or indirect financial interest in a matter before the Foundation.

2. Financial interests

A financial interest includes, directly or indirectly through business, investment, or family:

• An ownership or investment interest in an entity doing or seeking to do business with the Foundation;
• A compensation arrangement with the Foundation or with a person or entity involved in a Foundation matter;
• A potential ownership, investment, or compensation interest under negotiation; or
• Gifts, favors, or other benefits that are more than insubstantial.

A financial interest is not automatically a conflict, but it must be disclosed and reviewed.

3. Duty to disclose

An interested person must promptly disclose the existence and nature of an actual or possible conflict and all material facts relevant to the matter. Disclosure must occur before deliberation or approval.

4. Determination and recusal

After disclosure and any factual presentation, the interested person must not participate in the Foundation's determination of whether a conflict exists and must not vote on the matter. Disinterested directors or an authorized disinterested committee determine whether a conflict exists.

5. Review of a conflicted matter

Before approving a transaction or arrangement involving a conflict, disinterested reviewers must:

• Consider reasonably available alternatives that would not create a conflict;
• Obtain appropriate comparability information or independent advice where useful;
• Determine that the arrangement advances the Foundation's charitable interests;
• Determine that the terms are fair, reasonable, and no more favorable than fair-market terms; and
• Approve the matter in advance and document the basis for the decision.

If no legally sufficient disinterested decision-maker is available, a transaction involving an interested person will not be approved until independent review and appropriate disinterested authorization can be obtained.

6. EdgeAlphix LLC and other related parties

Because DigitalPlat Foundation, Inc. and EdgeAlphix LLC share a founder and the DigitalPlat brand, any proposed payment, contract, license, asset transfer, shared-cost arrangement, or provision of services between them must be treated as a related-party matter and reviewed under this policy.

Shared mission or shared branding does not by itself establish that a transaction is fair to the Foundation or consistent with its charitable purposes.

7. Compensation

A person receiving compensation from the Foundation may not vote on or improperly influence their own compensation. Compensation decisions should rely on appropriate comparability information and be documented at the time of approval.

8. Records of proceedings

Minutes or written consents concerning a potential conflict should record:

• The name of the interested person and the nature of the interest;
• The material facts disclosed and whether a conflict was found;
• The alternatives, comparability information, or outside advice considered;
• The persons present for discussion and voting;
• The interested person's absence from deliberation and voting; and
• The decision and its supporting rationale.

9. Annual disclosures

Each current or future director and principal officer should annually disclose interests that could reasonably produce a conflict and affirm that they have received, read, understood, and agree to follow this policy.

10. Violations

If there is reasonable cause to believe a person failed to disclose a conflict, the Foundation will provide an opportunity to explain. After appropriate review, corrective action may include revisiting the decision, terminating an arrangement, seeking repayment, or taking other action consistent with law and the Foundation's interests.

11. Periodic review and outside experts

The Foundation should periodically review compensation, related-party arrangements, shared resources, and other matters that could create private benefit. It may use legal, accounting, valuation, or other independent experts, but use of an expert does not transfer the board's responsibility for the decision.

Questions

Questions about this policy may be sent to [email protected] with the subject “Conflict of Interest Policy.”