Purpose of the Statement of Policy. The James Irvine Foundation is committed to integrity and fairness in the conduct of all of its activities. Inevitably, the interests of Directors and employees will involve them in organizations, causes, and other endeavors which intersect with the affairs of the Foundation. It would disadvantage the Foundation to deprive it of the involvement of interested colleagues, but their participation in Foundation decision making cannot impair the fairness and integrity of Foundation processes. This statement of principle is intended to further the work of the Foundation by facilitating the substantive contributions of its employees and Directors through providing for disclosure of other interests and by requiring abstention from decision-making actions which affect non-Foundation affiliations or interests. In addition, the Foundation would suffer if there were any appearance of bias or self-interest in its activities. These principles are intended, as well, to preclude any such appearance.

This statement is not a codification of rules of conduct; rather it is an expression of intention and purpose which should be interpreted and applied to achieve its stated objective. Individuals worthy of affiliation with the Foundation will govern themselves by that spirit.

Disclosure. Directors and employees of the Foundation are committed to communicating fully with the Foundation regarding any relationship or commitment which could affect the impartial fulfillment of their role in the affairs of the Foundation. This policy refers to such a relationship or commitment as affiliation. Affiliation may be defined as the close involvement with a vendor, service provider, or grantee on the part of (a) a director of the Foundation, (b) a staff member of the Foundation, or (c) the spouse or equivalent, parents, or children of a director or staff member. Affiliation includes, but is not limited to, serving as a board member, employee, or consultant to a current or potential grantee, service provider, or vendor, or doing business with the grantee, service provider, or vendor. Antecedent affiliations and indirect associations also warrant disclosure. In principle, extra-Foundation affiliations or interests should be disclosed to other participants in the Foundation's decision-making process whenever there is any doubt about whether disclosure is required.

Disclosures ordinarily should be made to the President by members of the staff and to the Chair of the Board by other members of the Board of Directors. Formal notation of disclosures should be a part of the process.

Abstention from Foundation Decision Making. In all situations in which disclosure of affecting relationships should be made, the Foundation-affiliated individual should abstain from decision-taking actions, and that abstention should be formally noted in the Foundation's minutes. With disclosure to other participants, the work of the Foundation is furthered by the willingness of its employees and Directors, however interested, to share information bearing upon the matter under consideration. Such participation is encouraged.

No Return Benefit. In considering any decision regarding an organization or person with which a Foundation employee or Director is affiliated, the Foundation shall avoid any transaction which results in any direct or indirect economic benefit to the affiliated person or which would constitute self-dealing under Internal Revenue Code Section 4941. Incidental and tenuous benefits to affiliated persons, such as name recognition or public acknowledgment, are permitted.

Avoid the Appearance of Conflict. While the substance of integrity is the essence of the Foundation's approach to these matters, avoiding the appearance of conflict is an important collateral objective. To that end, the Foundation will not customarily make grants to, or contract with, organizations which employ affiliated persons. The President, with the concurrence of the Chair of the Board of Directors, may approve exceptions to this policy when the work of the Foundation will be furthered thereby or where the grant or contract will not affect the job or compensation of the affiliated person in question.

No significant personal benefit of any nature may be derived by any affiliated person from any such organization.