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Conflict of Interest Policy

Last Updated and Effective: September 4, 2026

I. Purpose and Scope

This Conflict of Interest Policy establishes procedures for identifying, disclosing, and addressing conflicts of interest in connection with transactions or arrangements involving the Healthcare Industry Resilience Collaborative, Association (“HIRC”).

This Policy applies only to:

  1. Directors;
  2. Officers;
  3. Members of committees with authority delegated by HIRC’s Board of Directors (the “Board”); and
  4. The Executive Director and other key employees.

It does not apply to general members or other participants in HIRC activities.

HIRC recognizes that its directors are nominated by and affiliated with HIRC members, and that those members may have legitimate business interests related to HIRC’s activities. Accordingly, the existence of such affiliations does not, by itself, constitute a conflict of interest.

A conflict of interest does not prohibit HIRC from entering into a transaction or arrangement, provided the procedures in Section III are followed. This Policy supplements, and does not replace, applicable law governing nonprofit nonstock corporations.

II. Definitions

Interested Person

An Interested Person is any director, officer, member of a committee with authority delegated by the Board, Executive Director, or key employee who has either:

  1. a Financial Interest in; or
  2. a Fiduciary Responsibility to

an entity or individual with which HIRC has or is negotiating a transaction or arrangement

Financial Interest

A person has a Financial Interest if the person, directly or indirectly (through business, investment, or immediate family*), has or expects to have:

  1. An ownership or investment interest (other than publicly traded stock) in an entity with which HIRC has or is negotiating a transaction or arrangement;
  2. A compensation arrangement with HIRC or with any entity or individual with which HIRC has a transaction or arrangement;
  3. A prospective ownership, investment, or compensation interest in an entity or individual with which HIRC is negotiating a transaction or arrangement;
  4. Any relationship other than an arm’s-length relationship with prospective or actual grantees related to project design, proposal preparation, oversight, or other HIRC-related activities; or
  5. A potential intangible benefit, such as future employment or reputational gain, arising from a HIRC transaction or arrangement.

*Immediate family includes a spouse, parent, child, child’s spouse, sibling, or sibling’s spouse.

Compensation includes direct or indirect remuneration and any gift or favor that is substantial in nature, including a gratuitous service, loan, discount, payment, or other item of value. It does not include loans from financial institutions on customary terms, nominal promotional items, ordinary business meals, or reasonable entertainment consistent with customary business practices.

A Financial Interest does not automatically constitute a conflict of interest. A conflict exists only if determined under Section III.

Fiduciary Responsibility

A person has a Fiduciary Responsibility if the person:

  1. Owes a duty of loyalty or care to another organization or individual, including by serving as an officer or director;
  2. Holds property or exercises control for the benefit of another; or
  3. Occupies a position of special confidence or trust.

A Fiduciary Responsibility does not automatically constitute a conflict of interest. A conflict exists only if determined under Section III.

III. Conflict of Interest Procedures

1. When Disclosure and Recusal Are Required

An Interested Person is required to disclose and abstain from voting only when a proposed transaction or arrangement solely and directly financially benefits:

  1. an entity or individual with respect to which the Interested Person has a Financial Interest; or
  2. an entity or individual to which the Interested Person owes a Fiduciary Responsibility.

General policy decisions, standards, or technical specifications that broadly affect an industry or class of members do not, solely because of that broad effect, require disclosure or recusal, even if the Interested Person is affiliated with an impacted entity. Disclosure and recusal are required, however, if the decision, standard, or technical specification solely and directly financially benefits an entity or individual with respect to which the Interested Person has a Financial Interest or to which the Interested Person owes a Fiduciary Responsibility.

2. Duty to Disclose

An Interested Person must disclose the existence and nature of any Financial Interest or Fiduciary Responsibility, and all material facts, to the Board and any relevant committee with Board-delegated authority as soon as the potential conflict arises.

3. Determination of a Conflict

After disclosure and any discussion with the Interested Person, the Interested Person shall leave the meeting while the Board or committee discusses and votes on whether a conflict of interest exists. The determination shall be made by the disinterested directors or committee members, as applicable.

4. Procedures for Addressing a Conflict

If a conflict of interest is found:

  1. The Interested Person may present factual information, but after doing so shall leave the meeting during the discussion of and vote on the transaction or arrangement. The Interested Person shall not otherwise participate in the discussion or vote, including through informal communications with individual Board or committee members, and should not be counted for quorum purposes.
  2. The Board or committee may appoint a disinterested person or committee to evaluate alternatives.
  3. The Board or committee shall determine whether HIRC can, with reasonable efforts, obtain a more advantageous transaction or arrangement that would not give rise to a conflict of interest.
  4. If not, the Board or committee may approve the transaction or arrangement by the vote required under applicable law and HIRC’s bylaws, with only disinterested directors or committee members voting, if it determines that the transaction or arrangement is in HIRC’s best interests and is fair and reasonable to HIRC.

5. Violations

If the Board or committee has reasonable cause to believe that an Interested Person failed to disclose an actual or possible conflict of interest, it shall inform the individual of the basis for that belief and provide the individual an opportunity to respond. After considering the response and conducting any further investigation warranted by the circumstances, if the Board or committee determines that the individual failed to make the required disclosure, it shall take appropriate disciplinary or corrective action, including, when appropriate, invalidating the transaction or arrangement.

IV. Records

The minutes of the Board and any committee with authority delegated by the Board shall document:

  1. The persons who disclosed or were otherwise found to have a Financial Interest or Fiduciary Responsibility and the nature of each interest;
  2. The determination as to whether a conflict of interest existed;
  3. The persons present for the discussion and vote and the persons who recused themselves; and
  4. The substance of the discussion, any alternatives considered, and the votes taken.

V. Compensation Matters

Any voting member of a Board-delegated committee addressing compensation who receives compensation from HIRC may not vote on matters relating to that person’s compensation.