Conflict of Interest Policy

Purpose

Acadia Newspaper Trust ("the Trust") is committed to conducting its affairs with integrity, transparency, and in furtherance of its charitable mission. Directors, officers, committee members, employees, and key volunteers owe a duty of loyalty to the Trust and must act solely in its best interests.

The purpose of this Conflict of Interest Policy is to protect the Trust whenever a person in a position of authority or trust has a financial, personal, professional, or other interest that could interfere, or appear to interfere, with the objective exercise of their responsibilities.

This policy is intended to satisfy applicable provisions of the Internal Revenue Code governing organizations exempt under Section 501(c)(3), applicable Maine nonprofit law, and recognized nonprofit governance best practices.

Persons Covered

This policy applies to:

• Members of the Board of Directors
• Officers
• Members of Board committees
• Employees
• Key volunteers with authority to make decisions or commit organizational resources

Collectively, these individuals are referred to as "Covered Persons."

Definition of a Conflict of Interest

A conflict of interest exists whenever a Covered Person's personal, financial, professional, family, political, or business interests could reasonably be expected to influence, or appear to influence, their judgment on behalf of Acadia Newspaper Trust.

A conflict may be actual, potential, or perceived.

Examples include, but are not limited to:

• Financial interests in a business seeking to contract with the Trust
• Ownership of property involved in a Trust transaction
• Employment by an organization doing business with the Trust
• Family relationships with employees, contractors, or Board members
• Acceptance of gifts or favors intended to influence decisions
• Service on another board whose interests may conflict with those of the Trust

Duty to Disclose

Covered Persons shall promptly disclose any actual, potential, or perceived conflict of interest to the Board Chair or Secretary as soon as the conflict becomes known.

Disclosures should be made in writing whenever practical and shall be recorded in the minutes of the applicable meeting.

Determination of a Conflict

After disclosure of the relevant facts, the Board of Directors, or the appropriate committee, shall determine whether a conflict of interest exists.

The individual making the disclosure may answer factual questions but shall not participate in the discussion or vote regarding the determination.

Procedures When a Conflict Exists

When the Board determines that a conflict exists:

1. The interested individual shall not participate in deliberations regarding the matter.
2. The interested individual shall abstain from voting.
3. The Board may request that the individual leave the meeting during discussion.
4. The Board shall determine whether the proposed transaction or arrangement is fair, reasonable, and in the best interests of the Trust.
5. The Board may approve the matter only by a majority vote of the disinterested directors.

The minutes shall document:

• The nature of the conflict
• Persons present during discussion
• Any alternatives considered
• The Board's decision
• The vote taken

Business Transactions

No Covered Person may use their position to obtain personal financial benefit from the Trust except as expressly approved by the Board and permitted under applicable law.

Transactions involving:

• Board members
• Immediate family members
• Businesses owned or controlled by Board members
• Employers of Board members
• Businesses in which Board members have a significant financial interest

must be fully disclosed before any Board action.

Editorial Independence

Because Acadia Newspaper Trust exists to preserve independent community journalism, editorial independence is fundamental to the organization's mission.

No director, officer, donor, advertiser, sponsor, volunteer, employee, or other interested person may use their position or financial relationship with the Trust to influence:

• News coverage
• Editorial decisions
• Opinion content
• Investigative reporting
• Selection of stories
• Hiring or discipline of editorial staff
• Publication or suppression of news content

Editorial decisions shall remain under the authority of the Trust's editorial leadership in accordance with adopted editorial policies.

Donors and Sponsors

Financial contributions to Acadia Newspaper Trust do not create any right to influence editorial content, news coverage, staffing decisions, or organizational governance beyond the rights afforded under the Trust's governing documents.

The Trust may decline gifts or sponsorships that create actual or perceived conflicts with its charitable mission or editorial independence.

Employment of Directors

Any Director who becomes a candidate for employment with the Trust shall immediately disclose that fact.

The Director shall take a leave of absence from Board deliberations regarding the position and shall not participate in discussions or votes concerning the hiring process.

If employed by the Trust, the individual must resign from the Board unless otherwise permitted by the bylaws and approved by the Board.

Gifts

Covered Persons shall not solicit or accept gifts, favors, services, entertainment, or anything of substantial value from any individual or organization seeking to influence decisions of Acadia Newspaper Trust.

Modest gifts of nominal value given as customary business courtesies are generally acceptable provided they do not create the appearance of impropriety.

Confidentiality

Covered Persons shall protect confidential information obtained through their service to the Trust and shall not use such information for personal gain or to benefit another organization.

Annual Disclosure

Each Covered Person shall annually complete and sign a Conflict of Interest Disclosure Statement identifying any:

• Employment
• Board service
• Business ownership
• Financial interests
• Family relationships
• Potential conflicts

The Secretary shall maintain these disclosure forms with the corporate records.

Violations

If the Board has reasonable cause to believe a Covered Person has failed to disclose a conflict of interest, it shall provide the individual an opportunity to explain.

If the Board determines a violation has occurred, it may take appropriate corrective action, including:

• Removal from deliberations
• Termination of committee service
• Recommendation for removal from the Board pursuant to the bylaws
• Employment discipline where applicable

Annual Review

The Board shall review this policy periodically to ensure compliance with applicable law, IRS guidance, and nonprofit governance best practices.