Approved by: Board of Directors 

Effective date: 10/1/2026

Policy owner: Board of Directors 

Review: Annually

MNRC protects the trust of its participants, volunteers, donors, and partners by making decisions that advance its mission rather than personal interests.

This policy applies to all directors, officers, employees, committee members, chapter leaders, and volunteers or contractors who influence MNRC decisions, purchasing, hiring, partnerships, compensation, or allocation of resources. It applies across all MNRC locations, programs, events, and affiliated chapters.

This policy supplements MNRC’s governing documents and applicable law. Where local law imposes stricter requirements, those requirements control. An affiliated organization with its own governing body must formally adopt this policy or an equivalent policy.

A conflict exists when a person’s financial interests, personal relationships, outside responsibilities, or other interests could compromise—or reasonably appear to compromise—their judgment on behalf of MNRC.

Conflicts may be actual, potential, or perceived. Having a conflict does not automatically constitute misconduct; failing to disclose or properly manage it may.

Examples include:

• Selecting a vendor owned by a director, leader, family member, or close associate.
• Participating in decisions about one’s own compensation, reimbursement, employment, or benefits.
• Hiring or supervising a family member, household member, or romantic partner.
• Accepting gifts, discounts, commissions, or favors that could influence MNRC decisions.
• Steering sponsorships, event opportunities, participant referrals, or purchases toward a personal business.
• Using MNRC funds, confidential information, participant data, name, or opportunities for unauthorized personal benefit.
• Holding another role whose obligations could interfere with duties to MNRC.

For this policy, related persons include spouses, domestic partners, household members, parents, children, siblings, comparable relationships by marriage, and other close relationships capable of affecting independent judgment.

Covered persons must disclose relevant interests:

1. Upon joining MNRC in a covered role.
2. Annually through a written disclosure.
3. Promptly when circumstances change.
4. Before participating in a decision involving the interest.

Disclosures must identify the relationship or interest, the affected decision or transaction, and all material facts.

Disclosures go to the Board Chair or designated policy administrator. A disclosure involving that person goes to another unconflicted director. If the appropriate recipient is uncertain, the person must notify an unconflicted board member.

The affected person may provide factual information and answer questions, but must then leave deliberations and voting concerning the conflict and the proposed arrangement. They must not privately lobby decision-makers or attempt to influence the outcome.

Unconflicted directors or an authorized committee determine whether a conflict exists and how it will be managed. Recusals and quorum must comply with MNRC’s bylaws and applicable law.

If too few unconflicted decision-makers remain to validly approve the matter, MNRC must defer approval and obtain advice on a lawful approval process. A conflicted person cannot resolve this problem by approving their own arrangement.

Before approving an arrangement involving a conflict, the unconflicted decision-makers must:

• Establish that it advances MNRC’s mission and legitimate needs.
• Consider reasonable alternatives, including unrelated providers.
• Assess whether its price and terms are fair and reasonable.
• Confirm that it complies with applicable law, governing documents, funding restrictions, and MNRC policies.
• Determine that it is in MNRC’s best interests.

Approval must occur before MNRC makes a binding commitment. Disclosure and approval do not authorize an otherwise prohibited transaction.

A written management plan may require competitive bids, independent supervision, restricted information access, periodic review, or other safeguards.

Covered persons must not request or accept cash, cash equivalents, kickbacks, or personal commissions connected with MNRC decisions.

Modest, customary hospitality or promotional items may be accepted only when lawful, infrequent, and unlikely to influence judgment. Gifts beyond that standard must be disclosed and declined or handled as directed by unconflicted decision-makers.

MNRC funds, equipment, information, branding, and opportunities may be used only for authorized purposes. Donations and sponsorships must not purchase personal favors or preferential access for decision-makers.

No person may approve, vote on, or influence their own compensation or that of a related person.

Compensation arrangements involving directors, officers, senior leaders, or related persons must also follow MNRC’s Compensation Policy.

Meeting minutes or equivalent records must document:

• The disclosed interest and the person involved.
• The conflict determination.
• Recusals and the unconflicted decision-makers present.
• Alternatives and supporting information considered.
• The decision, vote, reasons, and safeguards imposed.

MNRC will maintain a confidential disclosure register and retain supporting records under its records-retention requirements. Access is limited to people with a legitimate need, subject to legally required disclosure.

Anyone may report a suspected undisclosed conflict to the Board Chair or another unconflicted director.

MNRC will review concerns fairly and give the affected person an opportunity to respond. Corrective measures may include additional disclosure, revised controls, reassignment, lawful recovery of improperly received benefits, termination of an arrangement, or removal from a role, subject to applicable law and bylaws.

MNRC prohibits retaliation against anyone who raises a concern in good faith or participates in a review. A report need not be substantiated to receive this protection.

The board will review disclosures, related-party arrangements, compensation decisions, and compliance at least annually. It will provide appropriate orientation to covered persons and update this policy as needed.

Name: ____________________
Role: ____________________
Date: ____________________

I acknowledge that I have received, read, and agree to follow MNRC’s Global Conflict of Interest Policy.

My relevant financial interests, outside roles, and relationships are:

☐ I have no relevant interests or relationships to disclose.

I agree to update this disclosure promptly when circumstances change and to recuse myself when required.

Signature: ____________________