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Annual Conflict of Interest Disclosure Form for Trustees/Former Trustees

Please provide all answers to the best of your ability after reasonable consideration.  You will need to refer to Schedule A which is attached to the email you received. Thank you in advance for your time and assistance on this important questionnaire.

Definitions: The following definitions, developed by the IRS, apply to all questions below.

“Business Relationship” includes any of the following relations between two (2) persons:

  1. A person is employed by the other in a sole proprietorship or by an organization with which the other is associated as a trustee, director, officer, “Key Employee” (defined below), or greater than 35% owner.
  2. A person is transacting business with another, directly or indirectly, in one or more contracts of sale, lease, license, loan, performance of services, or other transactions, involving transfers of cash or property valued in excess of $10,000 in the aggregate during the organization’s tax year.
    • Include transactions involving one or more organizations in which either person is a trustee, director, officer, or greater than 35% owner.
    • Do not include charitable contributions to tax-exempt organizations.
  3. Two persons are each a director, trustee, officer, or greater than 10% owner in the same business or investment entity.

“Business Transaction” includes:

  1. Compensation for employment services provided;
  2. The sale, exchange, licensing, or lease of property;
  3. The furnishing of goods, services, or facilities;
  4. The lending of money or other extension of credit; or
  5. The transfer of any part of the University’s income or assets.

“Family,” “Family Member,” and “Family Relationship” include a person's spouse, domestic partner, ancestors, children (natural or adopted), grandchildren, great grandchildren, siblings, brother-in-law, sister-in-law, father-in-law, and mother-in-law, and the spouses of children, grandchildren, great-grandchildren and siblings.

“Key Employee” is an employee who meets all three of the following criteria:

  1. Whose reportable calendar year compensation from that organization and all related organizations exceeds $150,000; AND
  2. Who meets at least one of the following criteria:
    • has responsibilities, powers or influence over W&L as a whole that are similar to those of officers, directors, or trustees; or
    • manages a discrete segment or activity that represents 10% or more of W&L’s activities, assets, income, or expenses; or
    • has or shares authority to control or determine 10% or more of W&L’s capital expenditures, operating budget, or compensation of employees; AND
  3. Who is one of the 20 most highly compensated employees of W&L.

Questions for Trustees/Former Trustees
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(Used only to provide a copy of your responses to this form)
Are you a current or former member of the Board of Trustees? *

Business Transactions: Is any Business Transaction anticipated during the next 12 months, or did any Business Transaction occur during the period from July 1, 2022 to the present between W&L and any of the following:

  • You;
  • A member of your Family;
  • An entity more than 35% of which was owned singly or cumulatively by you, any member of your Family, and any of the individuals listed in Schedule A and their Family Members;
  • An entity (other than a 501(c) tax-exempt organization) in which (i) you served as an officer, a director, or a trustee, (ii) you or a Family Member was a partner or member, or a shareholder in a professional corporation, with a direct or indirect ownership interest in excess of 5%; or
  • A management company of which you are an officer, director, trustee, or greater than 35% owner (directly or indirectly).
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Family and Business Relationships: Are you related through Family or Business Relationships with any of the individuals or entities listed in Schedule A (which lists trustees, officers, key employees, highest compensated employees, and highest compensated independent contractors) to the best of your knowledge?

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Payments, Gifts, and Other Assistance: During the period from July 1, 2022 to the present, did W&L or any individual or business doing or seeking to do business with W&L provide you or a Family Member with any payments, loans, services, entertainment, travel, prizes, awards, financial assistance, or gifts of more than nominal value?

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ANNUAL STATEMENT:

I certify that the above statements are true to the best of my knowledge, information and belief, and that I will notify Maria Feeley (mfeeley@wlu.edu), W&L’s Chief Legal Officer and General Counsel, in accordance with the applicable Conflict of Interest Policy if any of the above information changes, or if I become aware of any actual or potential conflict of interest or the appearance of a conflict of interest. I understand that W&L is a 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.
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