The Period Pantry.

1. Purpose

The Period Pantry (“Organization”) is committed to conducting its activities in a manner that protects the public trust and advances its charitable mission. This Conflict of Interest Policy establishes standards and procedures to identify, disclose, review, and manage actual, potential, and perceived conflicts of interest involving the Organization’s directors, officers, employees, volunteers, interns, student ambassadors, and other persons acting on behalf of the Organization.

The purpose of this policy is to ensure that decisions are made in the best interests of The Period Pantry, without improper personal, financial, or outside influence, and in compliance with applicable law and the requirements governing charitable organizations.

2. Scope

This policy applies to every person who has responsibility for, or authority to participate in, the affairs of The Period Pantry, including:

• Members of the Board of Directors and any committee or advisory body;
• Officers and executive leadership;
• Employees, whether full-time, part-time, temporary, or grant-funded;
• Volunteers, interns, and student ambassadors;
• Consultants, contractors, agents, and other representatives who act on behalf of the Organization;
• Individuals who have substantial influence over the Organization’s programs, finances, fundraising, purchasing, grants, partnerships, hiring, or other decisions; and
• Related persons and entities whose interests may create, or reasonably appear to create, a conflict for a covered individual.

For purposes of this policy, “covered individual” means any person subject to the policy, and “Organization” means The Period Pantry and any program, project, committee, affiliate, or entity operated or controlled by it.

3. Commitment to Welcoming Participation Without Judgment

The Period Pantry’s commitment to integrity applies alongside its commitment to welcoming participation. The Organization serves people affected by period poverty with dignity, respect, and without judgment. We welcome people of all races, ethnicities, national origins, gender identities and expressions, sexual orientations, religions, ages, abilities, housing statuses, and backgrounds, including trans, nonbinary, and gender-nonconforming people.

No person will be excluded from receiving services, volunteering, participating in programs, or contributing to the Organization because they disclose a conflict of interest or ask for guidance about one. Good-faith disclosure is a responsible act that protects the mission and the community. The Organization will handle disclosures respectfully, preserve confidentiality to the extent reasonably possible, and prohibit retaliation against anyone who raises a concern in good faith.

4. Definition of Conflict of Interest

A conflict of interest exists when a covered individual’s personal, family, professional, financial, or other outside interest could influence, or could reasonably appear to influence, the individual’s independent judgment in carrying out responsibilities for The Period Pantry. A conflict does not necessarily mean that anyone has acted improperly. It means that the circumstances must be disclosed and reviewed so the Organization can determine how to protect its interests.

Actual conflict. An actual conflict exists when a covered individual’s outside interest directly conflicts with the Organization’s interest in a specific decision or transaction. Examples include:

• A director owns a business that is being considered as a vendor, and the director participates in selecting or approving that vendor;
• An employee participates in awarding a grant or paid contract to a close family member or to a business in which the employee has a financial interest; or
• A person responsible for hiring recommends or approves a position for someone with whom the person has a close personal or family relationship.

Potential conflict. A potential conflict exists when circumstances could develop into an actual conflict, even if no conflicting decision has yet occurred. Examples include:

• A board member’s employer is preparing to bid on a future service agreement with the Organization;
• An officer is negotiating a separate business relationship with a current or prospective partner of The Period Pantry; or
• A volunteer is asked to evaluate an opportunity that may later benefit a company owned by the volunteer or a related person.

Perceived conflict. A perceived conflict exists when a reasonable person could question whether a covered individual’s outside interest affects, or appears to affect, the individual’s impartiality, even when the individual believes they can act fairly. Examples include:

• A director’s close friend is a paid consultant whose work the director is asked to evaluate;
• An employee takes part in a partnership decision involving an organization where the employee previously worked or serves in a visible leadership role; or
• A volunteer accepts repeated meals, entertainment, or other benefits from a prospective vendor during a purchasing process.

When in doubt, a covered individual should disclose the circumstances. The Board or its designee will determine whether a conflict exists and what safeguards are appropriate.

5. Financial Interest

A financial interest may create a conflict when a covered individual, or a related person or entity, has a direct or indirect financial stake in a matter before the Organization. A financial interest includes, but is not limited to:

1. Ownership, investment, or other direct or indirect interest in a business, supplier, contractor, consultant, grant applicant, partner, or other entity that does business or seeks to do business with The Period Pantry;
2. A compensation arrangement, employment relationship, consulting agreement, loan, commission, referral fee, or other payment from an entity or person affected by an Organization decision; or
3. A substantial financial interest held by a spouse, domestic partner, parent, child, sibling, household member, or other person or entity whose interests are closely connected to the covered individual.

A financial interest does not automatically constitute a prohibited conflict. It must be disclosed and evaluated under this policy. A covered individual must not use their position to obtain an improper financial benefit for themselves or a related person or entity.

6. Duty of Loyalty and Good-Faith Conduct

Covered individuals owe The Period Pantry a duty of loyalty while acting for or representing the Organization. They must act in good faith, exercise reasonable care, use independent judgment, and place the Organization’s charitable mission and interests ahead of personal advantage.

Covered individuals must be honest and transparent in communications, records, recommendations, and decisions. They must not use their position, confidential information, access, influence, or Organization resources to secure an improper benefit for themselves or another person. They must promptly disclose circumstances that could affect their impartiality and cooperate fully with any review.

7. Disclosure Requirements

A covered individual must disclose a conflict or possible conflict as soon as the individual becomes aware of it and before participating in a related discussion or decision. Disclosure should be made to the Board President, Executive Director, or other person designated by the Board. A disclosure must include enough information for an informed review, including, when applicable:

• The name of the person, business, organization, or other entity involved;
• The nature of the relationship or interest;
• The decision, transaction, opportunity, or activity that may be affected;
• Any financial interest, compensation, gift, favor, benefit, or other consideration involved;
• The identity and relationship of any related person or entity whose interests may be relevant;
• The date the covered individual became aware of the circumstances and whether the individual has already participated in the matter; and
• Any additional facts that could help the Organization assess the matter fairly.

Disclosure is required even when the covered individual believes the conflict is minor, manageable, or unlikely to affect judgment. If a covered individual is uncertain whether a disclosure is required, the individual must disclose and request guidance. A covered individual must update a prior disclosure when circumstances change.

8. Review and Determination

The Board President, Executive Director, Board committee, or other disinterested person designated by the Board will review each disclosure. The review will generally proceed as follows:

1. The reviewer will confirm receipt of the disclosure and determine whether additional information is needed.
2. The person with the disclosed interest may provide relevant facts but must not attempt to influence the determination and must leave the meeting during discussion and voting, except when invited to answer questions.
3. The reviewer will identify the material facts, assess whether an actual, potential, or perceived conflict exists, and determine whether the matter presents a risk to the Organization’s charitable mission, legal compliance, finances, reputation, or public trust.
4. If a conflict exists, the reviewer will determine whether it can be managed through recusal, independent review, competitive selection, approval by disinterested decision-makers, limits on access to information, or another appropriate safeguard.
5. The reviewer will approve, conditionally approve, modify, defer, or reject the proposed transaction, decision, or activity. The Organization may seek advice from independent legal, accounting, or other professional advisors when appropriate.
6. The reviewer will document the disclosure, the material facts, the steps taken, the decision, and the names of the people who participated in the review and vote.

The review should be fair, timely, and proportionate to the circumstances. The Organization may revisit a determination if new information becomes available or the relevant facts change.

9. Recusal and Disinterested Decision-Making

A covered individual with an actual, potential, or perceived conflict must not initiate, negotiate, recommend, approve, vote on, or otherwise influence the related matter unless the disinterested reviewer expressly requests limited factual information. The individual must disclose the conflict, recuse themselves from the discussion and decision, and comply with any restrictions established by the reviewer.

Disinterested directors or other authorized decision-makers will evaluate the matter independently. The existence of a quorum must be determined without counting a conflicted person for purposes of the related vote when required by law, the Organization’s governing documents, or the Board’s procedures. No covered individual may use their authority to circumvent recusal or pressure another person to reach a particular result.

10. Related-Party Transactions

A related-party transaction is any transaction, agreement, arrangement, or other dealing between The Period Pantry and a covered individual, a related person, or an entity in which a covered individual or related person has a material interest. Related-party transactions include compensation, purchases, sales, leases, loans, grants, contracts, and shared services.

Related-party transactions are not prohibited solely because a relationship exists. They must be fully disclosed, fair and reasonable to the Organization, consistent with the Organization’s mission, and approved in advance by disinterested decision-makers. When appropriate, the Organization will compare competitive proposals, document the basis for selection, and confirm that a more advantageous alternative is not reasonably available.

No person may receive preferential treatment or an improper private benefit through a related-party transaction. A conflicted person may not participate in the approval, evaluation, negotiation, or monitoring of the transaction except to provide requested factual information.

11. Gifts, Favors, and Benefits

Covered individuals must not request, accept, offer, or provide gifts, favors, entertainment, discounts, travel, loans, services, or other benefits that could influence, or appear to influence, an Organization decision or create an obligation to a donor, vendor, partner, grant applicant, beneficiary, or other person connected to the Organization.

Modest, unsolicited items of nominal value and ordinary refreshments may be accepted when they are customary, infrequent, openly disclosed when appropriate, and clearly not intended to influence judgment. Cash, gift cards, personal loans, lavish or repeated entertainment, and benefits offered during an active procurement, grant, hiring, or other competitive decision must not be accepted.

When a benefit cannot reasonably be declined or returned, the recipient must promptly disclose it to the Board President or Executive Director. The Organization may return it, share it with the community, donate it, place it in Organization inventory, or take another action that removes any personal benefit and protects the Organization’s independence.

12. Use of Organizational Opportunities and Resources

Covered individuals must protect The Period Pantry’s opportunities, information, funds, property, materials, systems, and relationships. Unless the Board or an authorized designee determines otherwise:

1. A covered individual must not take for personal benefit an opportunity discovered through the use of Organization property, information, position, or relationships when the opportunity reasonably belongs to The Period Pantry or could advance its charitable mission.
2. A covered individual must not use confidential or nonpublic Organization information, donor or partner contacts, mailing lists, funds, equipment, supplies, facilities, staff time, or other resources for personal gain or for the benefit of another person or entity.
3. A covered individual who becomes aware of a potentially relevant opportunity must disclose it to the Organization and allow the disinterested decision-makers to determine whether The Period Pantry wishes to pursue it before the individual or another entity acts on it.

Organization resources may be used only for authorized charitable, administrative, educational, or operational purposes and must be handled responsibly and transparently.

13. Records and Documentation

The Organization will maintain written records of disclosures, related-party transactions, determinations, recusals, approvals, and other actions taken under this policy. Records should identify the nature of the conflict, the material facts considered, the safeguards used, the decision reached, and the individuals who participated in the review.

Records will be maintained with appropriate confidentiality and retained in accordance with the Organization’s document-retention practices, applicable law, grant requirements, and any Board-approved schedule. Conflict records may be made available to authorized directors, auditors, legal counsel, regulators, or other persons with a legitimate need to review them.

14. Annual Disclosure and Certification

Each director, officer, employee, and other covered individual designated by the Board must review this policy at least annually and complete the Organization’s Conflict-of-Interest Certification. The certification must disclose known actual, potential, or perceived conflicts and confirm that the individual agrees to comply with this policy.

Annual certification does not replace the continuing duty to disclose. A covered individual must report a new or changed conflict promptly, even if an annual certification has already been completed. The Board may require additional certifications or disclosures whenever circumstances warrant.

15. Violations

A violation may occur when a covered individual fails to disclose a conflict, participates in a matter from which the individual should have recused themselves, provides incomplete or misleading information, misuses Organization resources or opportunities, accepts a prohibited benefit, or otherwise violates this policy.

When the Organization has reason to believe a violation occurred, the Board or its designee will inform the person of the concern, provide an opportunity to respond, and conduct a fair review. If a violation is substantiated, the Organization may take corrective action appropriate to the circumstances, including additional safeguards, removal from a decision, repayment or return of a benefit, removal from a role, termination of a volunteer or employment relationship, or other action permitted by law and the Organization’s governing documents.

No action will be taken against a person solely because they made a good-faith disclosure or raised a good-faith concern. Retaliation is prohibited.

16. IRS and Legal Compliance

This policy is intended to support The Period Pantry’s compliance with applicable federal, state, and local laws and with the standards applicable to organizations exempt under Section 501(c)(3) of the Internal Revenue Code. The Organization will administer this policy in a manner that prevents private inurement, unreasonable private benefit, excess benefit transactions, and other improper use of charitable assets.

This policy does not replace any requirement imposed by law, the Articles of Incorporation, bylaws, grant agreement, employment agreement, or another governing document. If a conflict exists between this policy and applicable law, the law controls. The Organization may adopt additional procedures or stricter standards when required or advisable.

17. Administration and Review

The Board of Directors is responsible for overseeing this policy. The Board may delegate day-to-day administration to the Executive Director, a governance committee, or another qualified and disinterested person, but retains ultimate responsibility for the policy and its enforcement.

The Board will review this policy periodically and may revise it as needed to reflect changes in the Organization’s activities, applicable law, best practices, or community responsibilities. Questions about this policy or a possible conflict should be directed to the Board President, Executive Director, or another person designated by the Board.

18. Governing Law

This policy shall be interpreted, construed, and governed in accordance with the laws of the State of Maryland, without regard to its conflict-of-laws principles. If any provision of this policy is determined to be invalid or unenforceable, the remaining provisions will continue in full force and effect to the fullest extent permitted by law.