Conflict of Interest Policy

Adopted November 8, 2014

1. PURPOSE

The purpose of this conflict of interest policy (the “Policy”) is to ensure that Directors, Officers, Members and Key Employees (each, a “Covered Person”) of the Marcia Brady Tucker Foundation (the “Foundation”) act in the Foundation’s best interest and comply with applicable legal requirements. This Policy is also intended to protect the interests of the Foundation when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Covered Person. This Policy is intended to supplement, but not replace, any applicable state and federal laws governing conflict of interest applicable to non-profit and charitable organizations. This Policy is designed to be compliant with the standards for conflict of interest policies as referenced in IRS Forms 1023 and 990 and consistent with the requirements of the New York Not-for-Profit Corporation Law (“NPCL”) as revised by the Non-Profit Revitalization Act of 2013.

2. DEFINITIONS

(a) “Affiliate”: Any entity controlled by, in control of, or under common control with the Foundation.

(b) “Authorized Committee”: An audit or other committee of the Board comprised solely of Independent Directors, which has been authorized by the Board to review conflicts of interest.

(d) “Conflict of Interest”: A Potential Conflict of Interest that is either a Grant-Related Conflict, a Related Party Transaction or has been determined by the Board or an Authorized Committee to be an actual conflict of interest pursuant to Section 4(d) of this Policy.

(e) “Covered Person”: Defined in Section 1.

(f) “Director”: Any member of an organization’s Board, whether designated as Director, trustee, manager, governor or by any other title.

(g) “Financial Interest”: A person has a Financial Interest if the person has, directly or indirectly, through business, investment, or family:

(i) an ownership or investment interest in any entity with which the Foundation has, or is considering entering into, a transaction or arrangement,

(ii) a compensation arrangement with the Foundation or with any entity or individual with which the Foundation has, or is considering entering into, a transaction or arrangement, or

(iii) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Foundation is negotiating a transaction or arrangement.

For these purposes, compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial in nature.

(h) “Foundation”: Defined in Section 1.

(i) “Grant-Related Conflict”: Defined in Section 4(b).

(j) “Independent Director”: A Director who:

(i) is not, and has not been within the last three years, an employee of the Foundation or an Affiliate of the Foundation, and does not have a Relative who is, or has been within the last three years, a Key Employee of the Foundation or an Affiliate of the Foundation;

(ii) has not received, and does not have a Relative who has received, in any of the last three fiscal years, more than $10,000 in direct compensation from the Foundation or an Affiliate of the Foundation (other than reimbursement for expenses reasonably incurred as a Director or reasonable compensation for service as a Director); and

(iii) is not a current employee of or does not have a substantial Financial Interest in, and does not have a relative who is a current officer of or has a substantial Financial Interest in, any entity that has made payments to, or received payments from, the Foundation or an Affiliate of the Foundation for property or services in an amount which, in any of the last three fiscal years, exceeds the lesser of $25,000 or 2% of such entity's consolidated gross revenues, excluding charitable contributions.

(k) “Key Employee”: A “Key Employee” is any person who is in a position to exercise substantial influence over the affairs of the Foundation. “Key Employees” also includes any employee of the Foundation (other than an Officer or Director) who

(i) receives reportable compensation from the Foundation in excess of $150,000 for the calendar year ending with or within the Foundation’s tax year;

(ii) either (a) has responsibilities, powers or influence over the organization as a whole that are similar to those of Officers or Directors, (b) manages a discrete segment or activity of the organization that represents 10% or more of the activities, assets, income, or expenses of the organization, as compared to the organization as a whole, or (c) has or shares authority to control or determine 10% or more of the organization’s capital expenditures, operating budget, or compensation for employees; and

(iii) is one of the 20 employees with the highest reportable compensation from the Foundation for the calendar year ending with or within the organization’s tax year.

(l) “Member”: One having membership rights in the Foundation or another corporation in accordance with the provisions of its certificate of incorporation or by-laws.

(m) “Officer”: Any chair, president, vice-president, Secretary, treasurer or other officer of an organization elected or appointed by the Board, as provided in the by-laws.

(n) “Policy”: Defined in Section 1.

(o) “Potential Conflict of Interest”: A Potential Conflict of Interest may arise when:

(i) a Covered Person has a financial or other interest in a transaction or arrangement of the Foundation;

(ii) a Covered Person received compensation for services, directly or indirectly, from the Foundation;

1 For guidance on what constitutes “substantial influence,” see 26 U.S.C. 4958(f)(1)(A) and 26 CFR 53.4958-

3(c), (d) and (e).

(iii) a Covered Person or a Relative of a Covered Person is an Officer, Director, trustee, Member, owner, employee or volunteer of any entity with which the Foundation has a relationship, examples of which may include:

• charitable organizations which are receiving, have applied for or are under consideration for grants from the Foundation;

• entities supplying goods or services to or purchasing goods or services from the Foundation;

• entities leasing property or equipment to the Foundation;

• entities with which the Foundation has or is planning to undertake real estate, securities or other property transactions;

• competing organizations or organizations with divergent interests (including affinity organizations);

• donors and other supporters; or

• agencies, organizations and associations that affect the operations of the Foundation; or

(iv) a Covered Person’s obligation to further the Foundation’s purposes and to act for the benefit of the Foundation is otherwise at odds with such Covered Person’s own interests, such as through personal relationships with Relatives, other family members, friends and employees with which the Foundation has a relationship or who represent the types of entities listed above.

If there is any uncertainty, a Covered Person is encouraged to treat the relationship as a Potential Conflict of Interest.

(p) “Related Party”: Any (i) Director, Officer or Key Employee of the Foundation or any Affiliate of the Foundation; (ii) Relative of any Director, Officer or Key Employee of the Foundation or any Affiliate of the Foundation; or (iii) entity in which any individual described in (i) or (ii) has a 35% or greater ownership or beneficial interest or, in the case of a partnership or professional corporation, a direct or indirect ownership interest in excess of 5%.

(q) “Related Party Transaction”: Any transaction in which a Related Party has a Financial Interest and in which the Foundation or any Affiliate of the Foundation is a participant, other than grants prohibited under Section 4(b). A Related Party Transaction is a type of Conflict of Interest.

(r) “Relative”: An individual’s spouse (or domestic partner), ancestors, brothers and sisters (whether whole or half blood), children (whether natural or adopted), grandchildren, great-grandchildren, and spouses of brothers, sisters, children, grandchildren and great-grandchildren. A “domestic partner” includes any person (i) with which the Covered Person is in a domestic partnership or similar relationship pursuant to any federal, state or local law or law of a foreign jurisdiction or registered as a domestic partner of the Covered Person under any employer registry or registry of any state, municipality or foreign jurisdiction; (ii) who is recognized as a beneficiary or Covered Person under the Covered Person’s employment benefits or health insurance or under whose employment benefits or health insurance the Covered Person is recognized as a beneficiary or Covered Person; or (iii) who is dependent or mutually interdependent on the Covered Person for support or upon whom the Covered Person is dependent or mutually interdependent for support.

(s) “Secretary”: The secretary of the Foundation. For purposes of this Policy, submissions to the Secretary shall be made c/o Tracy Royston, Administrator, Marcia Brady Tucker Foundation, P.O. Box 1149, Easton, MD 21601, or by email to tredman@intercom.net, who shall provide all such information to the Secretary.

3. INDEPENDENT DIRECTOR OVERSIGHT

The Board shall oversee the adoption, implementation of and compliance with any conflict of

interest policy or whistleblower policy adopted by the Foundation if this function is not otherwise

performed by an Authorized Committee comprised solely of Independent Directors. Only Independent Directors may participate in any Board or committee deliberations or voting relating to matters set forth in this section, including all matters covered by this Policy.

4. PROCEDURES

(a) Duty to Disclose

Promptly upon becoming aware of any Potential Conflict of Interest, a Covered Person must disclose the existence of such Potential Conflict of Interest to the Board or an Authorized Committee by submitting all material facts in written or electronic form to the Secretary. The Secretary shall provide such information to the president of the Board or to the chair of an Authorized Committee and to the other Directors considering the proposed transaction or arrangement. Such disclosures shall be made, as appropriate: (i) prior to the Covered Person first becoming associated with the Foundation, including prior to a Director’s election or appointment, (ii) at the time the Covered Person acquires the financial or other

interest giving rise to the Potential Conflict of Interest, (iii) at the time of the Covered Person’s annual disclosure statement, and (iv) at the time the Covered Person learns that the Foundation is considering a transaction or arrangement in which such Covered Person has a Potential Conflict of Interest. If the Covered Person is the Secretary, disclosure shall be made to another appropriate Officer.

(b) Grantmaking; Matching Funds

The Foundation strictly prohibits any acts of self-dealing by directing Foundation grants (including but not limited to grants presented at Board meetings, matching grants or donor advised grants) in any way that results in a financial benefit for a Covered Person or his or her Relatives or other family members. Otherwise, the Foundation considers it an acceptable Conflict of Interest to make a grant to a qualified charitable organization in which a Covered Person is involved, including, but not limited to, serving on the Board or in some other volunteer capacity (a “Grant-Related Conflict”), provided that any such involvement shall be disclosed at the time the grant is proposed and otherwise as required under

Section 4(a).

Notwithstanding the foregoing, as long as the grant does not result in a financial benefit for a Covered Person or his or her Relatives or other family members, it shall not be a Conflict of Interest (and no Board vote shall be required) to make the following types of grants to a qualified charitable organization in which a Covered Person is involved, including, but not limited to, serving on the Board or in some other volunteer capacity: (i) a grant of Foundation funds (“Matching Funds”) to match a donation by a Member of the Foundation, provided that the Matching Funds are provided pursuant to and in accordance with the Foundation’s matching program and the annual budget approved by the Board; and (ii) a grant of Foundation funds (“Discretionary Funds”) made at the direction of a former President of the Foundation who has been allocated such Discretionary Funds by the Board, provided that the amount of such grant is within the total amount of unspent Discretionary Funds allocated by the Board for such President. In each case, the involvement of the Covered Person shall be disclosed at the time the Matching Funds or Discretionary Funds are requested.

The Foundation shall not enter into any Related Party Transaction unless the transaction is determined by the Independent Directors on the Board, or an Authorized Committee, to be fair, reasonable and in the Foundation’s best interest at the time of such determination. Further, if the Related Party has a substantial Financial Interest in a Related Party Transaction, the Independent Directors on the Board, or an Authorized Committee, shall:

(i) prior to entering into the transaction, consider alternative transactions to the extent available;

(ii) approve the transaction by not less than a majority vote of the Directors or committee members present at a meeting; and

(iii) contemporaneously document in writing the basis for the Board’s (or such Authorized Committee’s) approval, including its consideration of any alternative transactions.

Any transaction in violation of this Section 4(c) shall be voidable by the Foundation.

(d) Determining Whether a Conflict of Interest Exists if Not Involving a Grant-Related Conflict or a Related Party Transaction

After disclosure of the Potential Conflict of Interest and all material facts, and after any discussion with the Covered Person, he/she shall leave the Board or Authorized Committee meeting while the determination of a Conflict of Interest is discussed and voted upon. The remaining Independent Directors on the Board or Authorized Committee members shall decide if a Conflict of Interest exists.

(e) Procedure; No Influence

If it has been determined that a Grant-Related Conflict, a Related Party Transaction or other Conflict of Interest exists, the following steps will be taken. The Board or any Authorized Committee may request that the Covered Person present information concerning a Related Party Transaction at a meeting of the Board or such Authorized Committee prior to the commencement of deliberations or voting relating to such transaction. After the presentation, the Covered Person shall leave the meeting (and not be counted toward quorum) during the deliberation and vote on the transaction or arrangement involving the Conflict of Interest. The Board or an Authorized Committee shall determine by a majority vote of the disinterested and Independent Directors present at the meeting (if a quorum is present at the time of the vote) whether to approve the transaction (in accordance with Section 4(c) for any Related Party Transaction). In no event shall the person with the conflict attempt to influence improperly the deliberation or voting on the matter giving rise to the Conflict of Interest.

(f) Violations of the Conflict of Interest Policy

If the Board or Authorized Committee has reasonable cause to believe that a Covered Person has failed to disclose a Conflict of Interest or Potential Conflict of Interest, it shall inform such person of the basis for such belief and afford the Covered Person an opportunity to explain the alleged failure to disclose. If, after hearing the Covered Person’s response and after making further investigation as warranted by the circumstances, the Board or Authorized Committee determines the Covered Person has failed to disclose a Conflict of Interest or Potential Conflict of Interest, it shall take appropriate corrective action.

5. RECORDS OF PROCEEDINGS

The minutes of the Board and all Authorized Committees reviewing a Conflict of Interest or Potential Conflict of Interest shall be prepared on a contemporaneous basis and shall contain:

(i) the names of the persons who disclosed or otherwise were found to have a Conflict of Interest or a Potential Conflict of Interest, the nature of the interest, any action taken to determine whether a Conflict of Interest was present, and the Board’s or Authorized Committee’s decision as to whether a Conflict of Interest in fact existed;

(ii) the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings; and

(iii) for Related Party Transactions, a statement that the transaction was found to be “fair, reasonable and in the Foundation’s best interest at the time of such determination.”

6. CONFLICT OF INTEREST STATEMENTS

Promptly following adoption of this Conflict of Interest Policy, and thereafter prior to the initial election or appointment of any Director, the initial election or appointment of any Officer, or the initial hiring of any Key Employee, each Covered Person shall complete, sign and submit to the Secretary a Conflict of Interest Statement in the attached form, or such other form as may be adopted by the Board from time to time.

At least annually thereafter, or upon any relevant change of circumstances, each Covered Person shall submit either (a) a revised Conflict of Interest Statement or (b) an Update of Conflict of Interest Statement which certifies that the prior statement remains unchanged except as disclosed therein, in the attached form.

The Secretary shall provide a copy of all completed statements and certifications to the president of the Board or the chair of an Authorized Committee, which shall review the disclosed information to assess whether the disclosed relationships raise Conflicts of Interest or Potential Conflicts of Interest and to determine appropriate steps to manage or resolve such conflicts. A copy of each disclosure statement shall be available to any Director of the Foundation on request.

7. ADOPTION

This Conflict of Interest Policy was adopted by the Board, with only Independent Directors participating, on November 8, 2014.