Effective January 17, 2024

A. Purpose.

1. Members of the Professional Disc Golf Association ("PDGA") who are serving on the Global Board of Directors ("Board Members") have fiduciary duties to the PDGA.
2. At all times, Board Members should act in the best interests of the PDGA and in a manner consistent with their duties, which include, but are not limited to, the duties of care and loyalty to the PDGA.
3. Board Members should exercise particular care to conduct their affairs so as to avoid conflicts (or the appearance of conflicts) between their own interests (including the interests of their family members and other related parties) and the interests of the PDGA.
4. The purpose of this Conflicts of Interest Policy (“Policy”) is to:
   
   1. define Conflicts of Interest;
   2. highlight situations likely to lead to Conflicts of Interest;
   3. provide procedures for addressing Conflicts of Interest; and
   4. implement procedures designed to identify Conflicts of Interest.
5. The Director of Policy & Compliance will review this Policy and the accompanying procedures periodically to determine if it should be revised or supplemented.

B. Conflict of Interest, Defined.

1. Any situation in which a Board Member (or a Related Party) benefits or stands to benefit at the expense or potential expense of the PDGA, or where the interests of a Board Member or a Related Party and the PDGA are opposed present a potential Conflict of Interest.
2. Accordingly, this Policy cannot define in a complete and absolute manner all actual or potential Conflicts of Interest. Instead, this Policy presents methods of identifying and gauging potential Conflicts of Interest.
3. A Conflict of Interest means any activity, financial interest in, or relationship with another person or entity that would:
   
   1. impair or appear to impair a Board Member’s independent judgment in the discharge of their duties to the PDGA; or
   2. conflict with the best interests of the PDGA; or
   3. result in a personal profit or advantage to a Board Member or a Related Party at the expense of the PDGA or its interests.
4. A Conflict of Interest may involve direct and indirect interests and may arise if a Board Member enters into relationships or takes action or establishes a financial interest for the Board Member or a Related Party which compromises their ability to act in the PDGA's best interest or is averse to the best interests of the PDGA.
5. A Conflict of Interest may also include any unauthorized use of any confidential or proprietary information belonging to the PDGA, especially where this results in personal gain to the Board Member or a Related Party.
6. A Conflict of Interest may also result in the event of a transaction with a former Board Member or Related Party of such former Board Member. For this purpose, former Board Members include individuals who held such positions at any time during the five (5) years preceding the transaction.
7. Immediate Family means a Board Member’s ancestors, spouse, siblings, (whole or half-blood), children, grandchildren, great-grandchildren, and the spouses of siblings (whole or half-blood), children, grandchildren and great-grandchildren.
8. Related Party means:
   
   1. a Board Member's Immediate Family; or
   2. any entity in which a Board Member or member of such person's Immediate Family is a general partner, director, officer, or managing member; or
   3. any entity of which more than five percent (5%) of the stock, partnership interests, membership interests, or other ownership interest is held directly or indirectly by a Board Member or a member of their Immediate Family.

C. Examples of Conflicts of Interest; Prohibited Transactions.

1. When a Board Member or a Related Party has a financial interest in a contract or transaction to which the PDGA is also a party, there may be a Conflict of Interest.
2. When the PDGA enters into a contract or transaction with a Related Party, there may be a Conflict of Interest.
3. Certain relationships may result in Conflicts of Interest, including where a Board Member or a Related Party:
   
   1. provides services, goods or facilities to the PDGA;
   2. receives grants, services or other benefits from the PDGA; or
   3. otherwise does business with the PDGA.
4. A corporate opportunity issue arises and may result in a Conflict of Interest when a Board Member or Related Party pursues an investment opportunity or transaction in which the PDGA may also have an interest and does so in a manner which is averse to the PDGA’s interests.
5. Conflict of Interest may arise if a Board Member or a Related Party receives gifts, gratuities, or excessive entertainment from any person or entity with which the PDGA has, or is contemplating business dealings with, or to which PDGA is providing grants or other support.
6. A sponsorship relationship between Board Member and a disc golf manufacturer, retailer, or other disc golf-related business should be listed on the Conflict of Interest form, but such a relationship will not be presumed harmful to the interests of the PDGA without additional context.
7. To ensure compliance with Internal Revenue Service requirements and applicable law and to serve the best interests of the PDGA:
   
   1. the PDGA shall not loan money to, or guaranty the obligations of, any Board Member; and
   2. Board Members shall not seek such a loan or guaranty from the PDGA; and
   3. no Board Member shall take any action which, results in the involvement or the appearance of the involvement of the PDGA in any political campaign, including but not limited to, the endorsement of any candidate for public office action which in any manner which implies the PDGA endorses a candidate for public office; and
   4. no Board Member shall attempt to influence legislation in any manner on behalf of the PDGA without prior consultation with the Executive Director.

D. Procedures to Address Conflicts of Interest.

1. Board Members must avoid any potential or actual Conflicts of Interest. The following guidelines and procedures shall be applied in that regard.
2. Board Members must disclose all material facts concerning an actual or potential Conflict of Interest as soon as such potential or actual Conflict of Interest is discovered.
3. Disclosure shall be directed to the full Board of Directors via the President (or the Secretary, if the President is the disclosing Board Member) and shall include a description of all relevant facts.
4. After disclosure of the Conflict of Interest, or potential Conflict of Interest, and all relevant facts:
   
   1. The affected Board Member must recuse from all discussions about their potential Conflict of Interest and may not be present for such discussions.
   2. The affected Board Member may submit relevant information to the Board or relevant Board Committee in writing for consideration and may also address the Board or relevant Board Committee and answer relevant questions.
   3. The Board, in consultation with the Director of Policy & Compliance and/or legal counsel, if necessary, shall determine whether the disclosed information constitutes an actual or apparent Conflict of Interest and what action shall be taken to resolve the Conflict of Interest.
   4. The Board may appoint a disinterested person or Board Committee to investigate alternatives to the proposed transaction or arrangement, including whether the PDGA can obtain a more advantageous transaction or arrangement, with reasonable effort, from a person or entity that would not give rise to a Conflict of Interest.
   5. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a Conflict of Interest, the Board or relevant Board Committee shall determine by a vote of not less than a majority vote of the disinterested Board or committee members (but in no event less than two such members) whether the transaction or arrangement is in the PDGA's best interests for its own benefit and fair and reasonable to the PDGA, and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determinations.
   6. To be "fair and reasonable", the consideration and terms of the contract or transaction must, in the judgment of the disinterested Board or relevant Board Committee members, be at least as favorable to the Corporation as it would have been in an arm's-length transaction with an unrelated third party and must be supported by adequate comparability data.
   7. The decision of the Board in 4.d.v shall be conclusive and binding on the affected Board Member.
   8. The Board or relevant Board Committee must take all necessary and appropriate actions to demonstrate and document the fairness and reasonableness of the transaction, including, but not limited to, establishing a rebuttable presumption of reasonableness.
5. If the Board or relevant Board Committee has reasonable cause to believe that a Board Member has failed to disclose actual or possible Conflicts of Interest:
   
   1. They shall inform the Board Member of the basis for that belief and afford them an opportunity to explain the alleged failure to disclose.
   2. After the Board Member responds, or after a reasonable amount of time passes with the Board Member declining to respond, the Board or relevant Board Committee must consider the evidence and determine whether the Board Member has failed to disclose an actual or possible Conflict of Interest.
   3. The Board or relevant Board Committee may conduct further investigations as required to fully and fairly consider the evidence.
   4. If the Board or relevant Board Committee determines that the Board Member has in fact failed to disclose an actual or possible Conflict of Interest, the Board or relevant Board Committee must take appropriate disciplinary and corrective action, which may include removal of the Board Member from the Board, civil or criminal actions for breach of the Board Member’s fiduciary duty to the PDGA, or other actions as deemed appropriate by the Board or relevant Board Committee.

E. Records.

1. The minutes of the Board shall contain at a minimum:
   
   1. the names of any Board Members who disclosed or otherwise were found to have a potential or actual Conflict of Interest and the nature of the Conflict of Interest;
   2. a summary of the discussion of the Board or relevant Board Committee, including the Board Members present and any motions or votes conducted;
   3. any alternatives to the proposed transaction or arrangement considered; and
   4. the terms of the transaction and the date approved.
2. The minutes must be prepared and approved no later than:
   
   1. sixty (60) days after the final action related to the Conflict of Interest; or
   2. the first Board meeting following the final action related to the Conflict of Interest;

   whichever is later.

F. Annual Disclosure.

1. All Board Members and the Executive Director must complete the Conflict of Interest Compliance Form and the Conflict of Interest Disclosure form, detailing all actual or potential Conflicts of Interest, annually.
2. Potential candidates for the Board must complete the Conflict of Interest Compliance Form and the Conflict of Interest Disclosure Form as part of their application package. The candidates selected by the Nominating Committee agree to have their completed forms published alongside their candidate statements.
3. Completed Conflict of Interest Compliance Forms and Conflict of Interest Disclosure Forms shall be retained by the PDGA.