ELEHA

Conflict of Interest Policy

of the Elements of Life Ecclesiastical Health Association

Article I – Purpose

The purpose of this Conflict of Interest Policy is to protect the interests of the Elements of Life Ecclesiastical Health Association (“the Association”) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a director, officer, or other key individual serving the Association. This policy is intended to supplement, but not replace, applicable state and federal laws governing conflict of interest applicable to nonprofit and religious organizations.

Article II – Definitions

1. Interested Person.

Any director, officer, or member of a committee with board-delegated powers who has a direct or indirect financial interest, as defined below, is an “interested person.”

1. Financial Interest.

A person has a financial interest if the person has, directly or indirectly:

• An ownership or investment interest in any entity with which the Association has a transaction or arrangement;
• A compensation arrangement with the Association or with any entity or individual with which the Association has a transaction or arrangement; or
• A potential ownership, investment, or compensation arrangement with any entity or individual with which the Association is negotiating a transaction or arrangement.

3. Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the Board of Directors decides that a conflict exists.

Article III – Procedures

1. Duty to Disclose.

In connection with any actual or possible conflict of interest, an interested person must disclose the existence and nature of the financial interest and all material facts to the Board of Directors.

1. Determining Whether a Conflict Exists.

After disclosure of the financial interest, the interested person shall leave the meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board members shall decide if a conflict exists.

1. Addressing the Conflict of Interest.
• The interested person may make a presentation to the Board, but after such presentation, they shall leave the meeting during discussion of, and the vote on, the transaction or arrangement.
• The Chair of the Board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
• After exercising due diligence, the Board shall determine whether the Association can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
• If a more advantageous transaction is not reasonably possible, the Board may approve the transaction if it is in the best interests of the Association, for its own benefit, and if it is fair and reasonable. Approval requires a majority vote of the disinterested directors.
2. Violations of the Policy.
• If the Board has reasonable cause to believe a director, officer, or committee member has failed to disclose an actual or possible conflict of interest, it shall inform the individual of the basis for such belief and afford the individual an opportunity to explain.
• If, after hearing the individual’s response and making further investigation, the Board determines that the individual has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV – Records of Proceedings

The minutes of the Board and committees with delegated powers shall include:

• The names of the persons who disclosed or otherwise were found to have a financial interest;
• The nature of the financial interest;
• The Board’s decision as to whether a conflict of interest was determined to exist;
• The names of those present for discussions and votes;
• The content of the discussion, including alternatives considered; and
• A record of any votes taken.

Article V – Compensation

1. A director who receives compensation, directly or indirectly, from the Association for services is precluded from voting on matters pertaining to their compensation.
2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation from the Association for services is precluded from voting on matters pertaining to their compensation.
3. No director or officer of the Association shall be compensated for board service. Compensation is permitted only for other legitimate roles (such as administrative, instructional, clinical, or executive roles), provided such compensation is reasonable and approved by the disinterested directors.

Article VI – Annual Statements

Each director, officer, and committee member with delegated powers shall annually sign a statement which affirms that such person:

1. Has received a copy of this Conflict of Interest Policy;
2. Has read and understands the policy;
3. Has agreed to comply with the policy; and
4. Understands the Association is a religious and charitable organization and that, in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Article VII – Periodic Reviews

To ensure the Association operates in a manner consistent with its religious and charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted.

Article VIII – Use of Outside Experts

When conducting periodic reviews, the Association may use outside advisors, but use of such experts does not relieve the Board of its responsibility for ensuring compliance with this policy.

Adopted by the Presidential Board of Directors of the Elements of Life Ecclesiastical Health Association on the 16^th day of October, 2025.

Steve Lee Leavitt,

Secretary of the Presidential Board