Conflict of Interest Policy
The following Financial Conflict of Interest Policy (“Conflict of Interest
Policy”) is an effort (i) to ensure that the deliberations and decisions of Red
Dress Media Inc. (“RED DRESS MEDIA INC.”) are made solely in the interest of
promoting the quality of journalism in the state Wisconsin, and (ii) to protect
the interests of RED DRESS MEDIA INC. when it considers any transaction,
contract, or arrangement that might benefit or be perceived to benefit the
private interest of a person affiliated with RED DRESS MEDIA INC. (each, a “RED
DRESS MEDIA INC. Representative”). As used in this Conflict-of-Interest Policy,
a RED DRESS MEDIA INC. Representative includes any director, advisory board Red
Dress Media Inc., financial advisor, legal counsel or employee.
Duty to RED DRESS MEDIA INC. Each RED DRESS MEDIA INC. Representative owes a
duty to RED DRESS MEDIA INC. to advance RED DRESS MEDIA INC.’s legitimate
interests when the opportunity to do so arises. Each RED DRESS MEDIA INC.
Representative must give undivided allegiance when making decisions affecting
the organization. Similarly, RED DRESS MEDIA INC. Representatives must be
faithful to RED DRESS MEDIA INC.’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.
Gifts. No RED DRESS MEDIA INC. Representative shall personally accept gifts
or favors that could compromise his or her loyalty to RED DRESS MEDIA INC.. Any
gifts or benefits personally accepted from a party having a material interest
in the outcome of RED DRESS MEDIA INC. or its employees by a RED DRESS MEDIA
INC. Representative individually should be merely incidental to his or her role
as an RED DRESS MEDIA INC. 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 an RED DRESS MEDIA INC. Representative in
any twelve-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 RED DRESS MEDIA INC. 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 RED DRESS
MEDIA INC. publication.
Conflicts of Interest. The following are examples of conflicts of interest
which must be promptly disclosed to the RED DRESS MEDIA INC. Board of Directors
pursuant to Section 4 below by any RED DRESS MEDIA INC. Representative with
knowledge of such conflict of interest:
(a) any real or apparent conflict of interest between a donor or the subject
of an RED DRESS MEDIA INC. publication or report and an RED DRESS MEDIA INC. Representative.
(b) an RED DRESS MEDIA INC. Representative’s ownership of an equity interest
in a person or entity that is or will be the subject of an RED DRESS MEDIA INC.
publication or report; and
(c) failure to disclose to RED DRESS MEDIA INC. all relationships between
the subject of any RED DRESS MEDIA INC. publication or report and any RED DRESS
MEDIA INC. Representative or close relatives of the RED DRESS MEDIA INC.
Representative.
Conflict Procedure:
(a) If an RED DRESS MEDIA INC. Representative or party related to an RED
DRESS MEDIA INC. Representative has an interest in any contract, action or
transaction to be entered into with RED DRESS MEDIA INC., a conflict of
interest or potential conflict of interest exists. Any RED DRESS MEDIA INC.
Representative having knowledge that such a conflict of interest exists or may
exist (an “Interested RED DRESS MEDIA INC. Representative”) will so advise the
Board of Directors promptly. An Interested RED DRESS MEDIA INC. Representative
will include in the notice the material facts as to the relationship or
interest of the Interested RED DRESS MEDIA INC. Representative in the entity
proposing to enter into a contract, action or transaction with RED DRESS MEDIA
INC..
(b) Notwithstanding anything herein to the contrary, the Board of Directors
may authorize any committee appointed pursuant to the RED DRESS MEDIA INC.
by-laws (a “Committee”) to act in lieu of the Board of Directors in determining
whether an action, contract or transaction is fair to RED DRESS MEDIA INC. 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 a 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 RED DRESS MEDIA INC. 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 of
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 RED DRESS MEDIA INC.
and fair to RED DRESS MEDIA INC. 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.
Personal Loans. RED DRESS MEDIA INC. may not loan to, or guarantee the
personal obligations of, any RED DRESS MEDIA INC. Representative.
