Conflict of Interest Policy

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Statement

No Board member, employee or committee member of Humane Society of Utah shall use his or her position, or the knowledge gained there from, in such a manner that a conflict between the interest of the organization and his or her personal interests arises.

Each Board member, employee and committee member has a duty to place the interest of Humane Society of Utah foremost in any personal or business dealings and has a continuing responsibility to comply with the requirements of this policy.

The conduct of business between any Board member, employee, or committee member and Humane Society of Utah is prohibited unless first fully disclosed and then only if approved by the Board of Directors (hereafter referred to as the Board).

Board members, committee members or employees may not obtain for themselves, their relatives or their friends an economic benefit of any kind from their association with Humane Society of Utah.

If a Board member, employee or committee member has an interest in a proposed transaction with Humane Society of Utah in the form of any personal or business-related financial interest in the transaction, or in any organizations involved in the transaction, or holds a position as trustee, director or officer in any such organization, he or she must make full disclosure of such interest before any discussion or negotiation of such transaction.

Any Board member, employee or committee member, who has knowledge of a potential conflict of interest with respect to any matter coming before the Board, or any committee, is obligated to disclose such a conflict of interest to the entire Board and withdraw from decisions that present a potential conflict.

Disclosure

To implement this policy, Board members and committee members of Humane Society of Utah will submit annual disclosures on a form approved by the Board, and if not previously disclosed, will disclose any conflict or potential conflict before any additional Board or committee action is taken.

Addressing Conflicts

If, after a thorough review, a more advantageous transaction or arrangement is not reasonably possible without producing a conflict of interest, the Board shall determine by a majority vote of those Board members who do not have an actual or potential conflict whether the transaction or arrangement is in Humane Society of Utah’s best interest, for its own benefit, and whether it is fair and reasonable. The person(s) with the actual or potential conflict will be excused from the meeting during the vote. To conform to the determination, the Board shall make its decision as to whether to continue with the transaction or agreement. This decision will be affirmed by a vote of those Board members who do not have an actual or potential conflict of interest.

Records of Proceedings

The minutes of the Board of Directors, shall contain the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board's decision as to whether a conflict of interest in fact existed.

The minutes shall also contain the names of the persons who were present for discussions relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of the vote taken in connection with the proceedings. Adopted by the

Board of Directors, Humane Society of Utah, on this 1st day of April, 2012. Craig Cook, President