Mineral Wells Area News

Mineral Wells Area News Conflict of Interest Policy

August 21
20:21 2021

The following Financial Conflict of Interest Policy (“Conflict of Interest Policy”) is an effort (1) to ensure
that the deliberations and decisions of MWAN are made solely in the interest of promoting the quality
of journalism in Mineral Wells, Texas, and (2) to protect the interests of MWAN when it considers any
transaction, contract, or arrangement that might benefit or be perceived to benefit the private interest
of a person affiliated with MWAN (each, a “MWAN Representative”). As used in this Conflict of Interest
Policy, a MWAN Representative includes any director, advisory board member, financial advisor, legal
counsel or employee.


1. Duty to MWAN. Each MWAN Representative owes a duty to MWAN to advance MWAN’s legitimate
interests when the opportunity to do so arises. Each MWAN Representative must give undivided
allegiance when making decisions affecting the organization. Similarly, MWAN Representatives must be
faithful to MWAN’s nonprofit mission and are not permitted to act in a way that is inconsistent with the
central goals of the organization and its nonprofit status.


2. Gifts. No MWAN Representative shall personally accept gifts or favors that could compromise his or
her loyalty to MWAN. Any gifts or benefits personally accepted from a party having a material interest in
the outcome of MWAN or its employees by a MWAN Representative individually should be merely
incidental to his or her role as a MWAN Representative and should not be of substantial value. Any gift
with a value of $250 or more, or any gifts with a cumulative value in excess of $250 received by a MWAN
Representative in any 12-month period from a single source, shall be considered substantial. Cash
payments may not be accepted, and no gifts should be accepted if there are strings attached. For
example, no MWAN Representative may accept gifts if he or she knows that such gifts are being given to
solicit his or her support of or opposition to the outcome or content of any MWAN publication or
website.


3. Conflicts of Interest. The following are examples of conflicts of interest which must be promptly
disclosed to MWAN Board of Directors pursuant to Section 4 below by any MWAN Representative with
knowledge of such conflict of interest:


a. any real or apparent conflict of interest between a donor or the subject of a MWAN publication or
report and a MWAN Representative;


b. a MWAN Representative’s ownership of an equity interest in a person or entity that is or will be the
subject of a MWAN publication or report; and


c. failure to disclose to MWAN all relationships between the subject of any MWAN publication or report
and any MWAN Representative or close relatives of MWAN Representative.


4. Conflict Procedure:


a. If a MWAN Representative or party related to a MWAN Representative has an interest in any contract,
action or transaction to be entered into with MWAN, a conflict of interest or potential conflict of
interest exists. Any MWAN Representative having knowledge that such a conflict of interest exists or
may exist (an “Interested MWAN Representative”) will so advise the Board of Directors promptly. An
Interested MWAN Representative will include in the notice the material facts as to the relationship or
interest of the Interested MWAN Representative in the entity proposing to enter into a contract, action
or transaction with MWAN


b. Notwithstanding anything herein to the contrary, the Board of Directors may authorize any
committee appointed pursuant to MWAN by-laws (a “Committee”) to act in lieu of the Board of
Directors in determining whether an action, contract or transaction is fair to MWAN as of the time it is
authorized or approved by the Committee.


c. At any time that a conflict of interest or potential conflict of interest is identified, the President of the
Board or a Chair of the applicable Committee will ensure that such conflict of interest is placed on the
agenda for the next meeting of the Board of Directors or the Committee, as applicable. The notice of
such meeting of the Board of Directors or the Committee, as applicable, will include, to the extent
available when the notice is sent, a description of the conflict of interest matter to be discussed. By notice before the meeting or at the meeting, the directors on the board or the Committee, as
applicable, will be advised that a vote will be taken at the meeting and that, in order to authorize the
relevant contract, action or transaction, an affirmative vote of a majority of disinterested directors
present at the meeting at which a quorum is present will be required and will be sufficient, even though
the disinterested directors constitute less than a quorum of the Board of Directors or the Committee.


d. Reasonable effort will be made to cause the material facts concerning the relationships between the
individuals and MWAN which create the conflict to be delivered to and shared with the members of the
Board of Directors or the Committee, as applicable, prior to the meeting to enable the directors to arrive
at the meeting prepared to discuss the issue. In the event it is not practicable to deliver the information
prior to the meeting, it will be delivered to the directors at the meeting, and the directors can act upon
the matter with the same authority as if notice had been given prior to the meeting.


e. The Board of Directors or the Committee, as applicable, will invite all parties to the conflict of interest
to attend the meeting, to make presentations and to be prepared to answer questions, if necessary. The
Board or Directors or the Committee, as applicable, will also invite outside experts if necessary.


f. At the meeting, providing a quorum is present, the conflict will be discussed to ensure that the
directors present are aware of the issues and the factors involved. The interested directors may be
counted for purposes of a quorum, even though they may not take part in any vote on the issues.


g. The Board of Directors or the Committee, as applicable, must decide, in good faith, reasonably
justified by the material facts, whether the action, contract or transaction would be in the best interest
of MWAN and fair to MWAN as of the time it is authorized or approved.


h. All interested directors must abstain from voting and, if necessary, leave the room when the vote is
taken.


i. The Board of Directors or the Committee, as applicable, will maintain a written account of all that
transpires at the meeting and incorporate such account into the minutes of the meeting and
disseminate it to the full Board of Directors. Such minutes will be presented for approval at the next
meeting of the Board of Directors and maintained in the corporate record book.


j. To the extent that the conflict of interest is continuing and the contract, action or transaction goes
beyond one (1) year, the foregoing notice and discussion and vote will be repeated on an annual basis.


5. Personal Loans. MWAN may not loan to, or guarantee the personal obligations of, any MWAN
Representative.

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