Conflict of Interest Policy

MICHAEL REESE HEALTH TRUST ("MRHT") is committed to integrity and fairness in the conduct of all of its activities. All decisions of the Board of Trustees shall be made solely on the basis of a desire to promote the best interests of MRHT and the public good. This Conflict of Interest Policy is designed to acknowledge the special relationship between Jewish Federation of Metropolitan Chicago (the "Federation") and MRHT. From time to time, potential conflicts of interest or the appearance of such conflicts will inevitably arise. It is MRHT’s policy to deal with such conflicts openly, in accordance with the following principles and procedures:

  1. Definitions
    1. A MRHT Key Person has a "conflict of interest" in the following situations:
      1. Service as a Key Person in any organization to which MRHT makes grants or with which MRHT conducts financial or business transactions.
      2. Holding a material financial interest in an organization with which MRHT conducts or may conduct financial or business transactions,
      3. Any such service or material financial interest in any such organization by a Relative of the MRHT Key Person,
      4. Any other situation in which a proposed action by MRHT would result in or give the appearance of resulting in a financial gain or other advantage to the MRHT Key Person or a Relative of such Person, and
      5. Any other situation that reduces the ability of the MRHT Key Person to make objective decisions or give objective advice on behalf of MRHT.
    2. For purposes of Article III (but not Article II) below, a JF Trustee shall not be considered to have a conflict of interest with respect to MRHT matters involving the Federation solely because such JF Trustee is elected by the Federation to the Board of Trustees of MRHT.
    3. "Key Persons" include trustees, directors, officers, general partners, managers (of limited liability companies), compensated employees, and compensated consultants (including but not limited to attorneys and financial consultants).
    4. "Relatives" of an individual are his or her spouse, life partner, ancestors, children, grand-children, great-grandchildren, siblings, any individuals residing in the same home as the individual, and the spouses of any of the foregoing.
    5. "Material financial interest" means direct or indirect ownership of 10% or more of the equity interests or equivalent debt in an entity.
    6. "JF Trustee" means any Trustee who was elected to the MRHT Board of Trustees by the Federation.
    7. "Trustee" means a member of the Board of Trustees of MRHT.
    8. "MRHT Key Person" means a Trustee, Board committee member, senior executive or compensated consultant of MRHT.
  2. Disclosure
    All MHRT Key Persons are under a continuing obligation to make full disclosure to the Board of Trustees and the Chairman of the Board of all situations involving either actual or potential conflicts of interest, whenever such situations arise. Disclosure Statements in the form attached to this Policy (or in such other form as may be substituted by the Board of Trustees or the Legal Affairs Committee) shall be submitted to the Chairman of the Board annually by each MRHT Key Person. Any MRHT Key Person who has an actual or potential conflict of interest as to any proposed grant, transaction or other matter shall disclose the possible conflict of interest to the Board of Trustees or relevant committee before any Board or committee deliberations on such matter. When in doubt as to the existence of a conflict, MRHT Key Persons should err on the side of disclosure.
  3. Dealing with Conflicts
    1. Following disclosure or discovery of a possible conflict of interest, the Board of Trustees or relevant Board committee shall determine whether a conflict of interest exists and, if so, determine a course of action to deal with the conflict.
    2. A MRHT Key Person who has a conflict of interest with respect to a proposed grant or other transaction by MRHT may provide information requested by other Trustees or Board Committee members, but shall not participate in the final deliberations, shall not vote on the proposed grant or transaction, and shall be physically absent from the room for the final deliberations and vote, unless the Board of Trustees or relevant Board committee determines a different course of action under Section IIIA.
    3. Whether or not covered by the procedure above, at all times all MRHT Key Persons shall act in a manner consistent with their fiduciary obligations to MRHT (including but not limited to the duty of confidentiality) and shall exercise particular care that no detriment to the interests of MRHT (or appearance of such detriment) may result.
  4. Self-Dealing
    Notwithstanding anything herein to the contrary, MRHT shall not engage in any transaction which would constitute self-dealing under Internal Revenue Code Section 4941.
  5. MRHT Key Person Acknowledgment
    Each MRHT Key Person shall be provided a copy of this Policy and shall sign and date a disclosure statement (a) upon adoption of this Policy, or if later, at the beginning of his or her term of service, and (b) annually thereafter.