This Conflict of Interest Policy applies to The Capability Project, Inc., a Georgia not-for-profit corporation (the “Corporation”). Its purpose is to protect the interests of the Corporation when it is considering any transaction, arrangement, or other decision that might benefit the private interest of an officer, director, key person, employee, or a related party, including in connection with any dealings involving The Capability Project Inc. or any other affiliated or controlled for-profit entity.
A conflict of interest arises when an individual’s personal, professional, financial, or other interests could reasonably be expected to impair their independent judgment in the best interests of the Corporation, or could appear to do so. This includes, but is not limited to, situations where an individual or a related party has a financial interest in a contract or transaction with the Corporation, serves in a leadership, ownership, consulting, or employment role with an organization that does business with or competes with the Corporation, or may personally benefit from decisions affecting The Capability Project Inc. or any other affiliates.
Each director, officer, key person, and employee has a duty of loyalty and a duty of care to the Corporation. These duties require such persons to act in good faith, in the best interests of the Corporation and its charitable mission, and with the level of care that an ordinarily prudent person in a similar position would use under similar circumstances. In any situation involving a potential conflict of interest, the interests of the Corporation and its beneficiaries must come before the personal or financial interests of the individual or any affiliated for-profit enterprise, including but not limited to PeerNextGroup, Inc.
Any person covered by this Policy who becomes aware of a potential or actual conflict of interest must promptly and fully disclose it to the Board of Directors in writing, or to such committee or officer as the Board may designate to handle conflicts. Disclosure must include all material facts, including the nature of the relationship or interest, the parties involved, and any financial or other benefits that the individual or related parties may reasonably expect to receive.
After disclosure, the interested person may be asked to provide additional information and to answer questions, but shall not be present for, and shall not participate in, any deliberations or voting regarding the transaction, arrangement, or decision giving rise to the potential conflict. The disinterested directors will determine whether a conflict of interest exists, and, if so, whether the transaction or arrangement is fair, reasonable, and in the best interests of the Corporation, and whether it can be approved under applicable law and this Policy.
In evaluating any proposed transaction or relationship in which an interested person or The Capability Project Inc. has a financial or other interest, the disinterested directors shall exercise due diligence. This may include considering alternative arrangements, obtaining comparability data or independent advice, and ensuring that the terms of the transaction are at least as favorable to the Corporation as those that could be obtained in an arm’s length transaction with an unrelated party. The Board shall approve such transactions only if they advance the Corporation’s mission and are demonstrably in its best interests.
Transactions, arrangements, or compensation decisions involving PeerNextGroup, Inc. or any other affiliated for-profit company must be reviewed with particular care, given the potential for overlapping leadership, shared resources, or coordinated activities. Any shared services, licensing, staffing, technology, facilities, referrals, marketing, or other collaborative relationships between the Corporation and PeerNextGroup, Inc. must be documented, on fair and reasonable terms, and subject to an independent review and approval process that complies with this Policy and with applicable federal and state law governing not-for-profit corporations and tax-exempt organizations.
No director, officer, key person, or employee may use the Corporation’s confidential or proprietary information, including information about its programs, participants, donors, partners, or opportunities, for personal gain or for the benefit of any third party, except in furtherance of the Corporation’s mission and as authorized by the Board. All such information must be kept confidential and used solely for legitimate purposes of the Corporation.
Directors, officers, key persons, and employees shall refrain from soliciting or accepting gifts, favors, payments, or other benefits from any person or organization that does or seeks to do business with the Corporation, where such benefits could reasonably be expected to influence, or appear to influence, the individual’s judgment or actions on behalf of the Corporation. Modest, customary, and unsolicited gifts or hospitality that are not intended to influence decision-making, and that are consistent with applicable law and ethical standards, may be accepted, but any such items should be disclosed if there is any doubt.
The minutes of the Board and any relevant committee shall reflect all material conflict of interest disclosures, the names of the persons who disclosed or were found to have a conflict, the nature of the conflict, the names of all persons present for the discussion, the content of the discussion, any data or alternatives considered, and the decisions made, including any conditions imposed to mitigate or manage the conflict. These records are intended to demonstrate that the transaction or decision was handled in a manner consistent with this Policy and the Corporation’s duties.
Each director, officer, and key person shall, upon appointment and at least annually thereafter, sign a written statement affirming that they have received a copy of this Conflict of Interest Policy, have read and understand it, agree to comply with it, and understand that the Corporation is a charitable organization and that in order to maintain its federal and state tax exemptions it must engage primarily in activities that further its charitable purposes and not the private interests of individuals or for-profit enterprises.
The Board of Directors is responsible for overseeing and enforcing this Policy. Violations of this Policy, including failure to disclose a known conflict or failure to comply with a decision of the Board regarding a conflict, may result in corrective or disciplinary action, up to and including removal from office, termination of employment, or termination of contractual or volunteer relationships, in accordance with applicable law and the Corporation’s governing documents.
This Conflict of Interest Policy is intended to supplement, and not replace, any applicable provisions of law or the Corporation’s certificate of incorporation, bylaws, or other policies governing conflicts of interest, related party transactions, or ethical conduct. It may be amended from time to time by the Board of Directors, in light of the evolving activities and relationships of the Corporation, its for-profit affiliates including PeerNextGroup, Inc., and the communities they serve.