A New Hampshire nonprofit religious corporation · RSA Chapter 292 · EIN 42-1825891
Conflict of Interest and Pecuniary Benefit Transaction Policy
Adopted by the Board of Directors, 15 September 2026
Adopted by the Board of Directors on 15 September 2026, pursuant to RSA 7:19-a, IV and Bylaws Article VII.
1.1 Purpose. Tenth House (the "Corporation") is a New Hampshire nonprofit religious corporation and a charitable trust within the meaning of RSA 7:21. Its directors and officers owe the Corporation duties of loyalty and care and must act in the Corporation's interest, not their own. This Policy implements RSA 7:19-a, which regulates transactions in which a director, officer, or trustee of a charitable trust has a financial interest, and establishes the Corporation's procedures for identifying, disclosing, and acting on conflicts of interest generally.
1.2 Who is covered. This Policy applies to every director and officer of the Corporation, and to any other person the Board designates as holding a position of substantial influence over the Corporation's affairs (each, a "Covered Person").
1.3 Relationship to Bylaws §7.04. Bylaws §7.04 requires a director or officer with a financial interest in a matter to disclose it and recuse, and extends that policy to transactions involving related entities, affiliated organizations, or individuals with personal relationships to Board members. The Board reads §7.04 together with this Policy as follows: a financial interest (Article 2) always requires disclosure and recusal under Article 4; a personal relationship without a financial interest requires disclosure under Article 6, after which the disinterested directors decide whether recusal is appropriate. A personal relationship alone does not disqualify a director from counting as disinterested for purposes of RSA 7:19-a.
2.1 Financial interest. A Covered Person has a financial interest in a transaction if the Covered Person has an interest in the transaction exceeding $500 in value, on an annual aggregate basis. An indirect financial interest arises where the transaction involves a person or entity of which the Covered Person, or a member of the Covered Person's immediate family, is a proprietor, partner, employee, or officer.
2.2 Pecuniary benefit transaction. A "pecuniary benefit transaction" is any transaction with the Corporation in which a Covered Person has a financial interest, direct or indirect. The following are not pecuniary benefit transactions:
(a) reasonable compensation for the services of an executive director, and expenses incurred in connection with the official duties of a director or officer;
(b) a benefit provided to a Covered Person or an immediate family member if (i) the benefit is provided or paid as part of programs, benefits, or payments to members of the general public, (ii) the Corporation has adopted written eligibility criteria for the benefit in accordance with its Bylaws or applicable law, and (iii) the Covered Person or family member meets all of those criteria; and
(c) a continuing transaction entered into by the Corporation, merely because a person with a financial interest in it subsequently becomes a director or officer.
2.3 Disinterested director. A director who has no financial interest (2.1) in the transaction under consideration and who has not had a pecuniary benefit transaction with the Corporation in the same fiscal year.
2.4 Immediate family. Spouse or domestic partner, parents, children, siblings, and the spouses of each, and any person residing in the Covered Person's household.
3.1 Ongoing duty. A Covered Person shall disclose to the Board, in writing or on the record at a meeting, every actual or possible financial interest in any transaction, contract, or arrangement under consideration by the Corporation, before the Board or any officer acts on it. Disclosure shall include all material facts about the interest.
3.2 Annual statement. Each Covered Person shall sign, on appointment and annually thereafter, the Acknowledgment and Disclosure Statement in Appendix A, affirming receipt of this Policy, understanding of it, and disclosure of all financial interests and family or business relationships that could give rise to a conflict. The Secretary ("Scribe") shall keep the statements with the Corporation's permanent records.
3.3 Founder and contributor transactions. Contributions to the Corporation by a Covered Person (gifts of money, property, or services without consideration) are not pecuniary benefit transactions and need not be approved under Article 4, but shall be recorded in the minutes. Reimbursement of expenses a Covered Person incurs in connection with official duties is excluded by 2.2(a). Any other transaction in which a Covered Person receives value from the Corporation exceeding $500 in a year — including rent, interest, fees, or the purchase of goods or services — is subject to Article 4. Transactions with incorporators, members, or contributors who are not directors or officers are outside RSA 7:19-a provided they are fair to the Corporation (RSA 7:19-a, IX), and shall be approved by the Board on that standard.
The Corporation shall not enter into a pecuniary benefit transaction unless it is in the best interest of the Corporation and all of the following conditions are met:
4.1 Value. The transaction is for goods or services purchased, or benefits provided, in the ordinary course of the Corporation's business, for the actual or reasonable value of the goods or services or for a discounted value, and the transaction is fair to the Corporation.
4.2 Disclosure and discussion. The Covered Person has made full and fair disclosure of the material facts of the transaction to the Board under Article 3, and the Board has had notice of and full discussion of the transaction.
4.3 Exclusion of interested persons. The transaction is considered and voted on without the participation, voting, or presence of any director or officer who has a financial interest in it, or who has had a pecuniary benefit transaction with the Corporation in the same fiscal year — except as the Board may require to answer questions regarding the transaction. No such person is counted as a disinterested director.
4.4 Two-thirds disinterested approval. The transaction receives the affirmative votes of at least two-thirds of all the disinterested directors of the Corporation (not merely of those present), and the number of directors voting in favor also equals or exceeds the quorum required by Bylaws §5.03.
4.5 Minutes. A record of the action is made and recorded in the minutes of the Board, stating the nature of the financial interest disclosed, the material facts, the names of the directors present for the discussion and vote, the names of those voting for and against, and the Board's determinations under 4.1 and 4.4.
4.6 Transactions of $5,000 or more. If the transaction, or the aggregate of transactions with the same Covered Person within one fiscal year, is in the amount of $5,000 or more, then before consummating the transaction the Corporation shall:
(a) publish notice of it in a newspaper of general circulation in the community in which the Corporation's principal New Hampshire office is located (or, if there is no such office, in a newspaper of general circulation throughout the State); and
(b) give written notice to the Director of Charitable Trusts, Office of the Attorney General.
At a minimum, each notice shall state that it is given in compliance with RSA 7:19-a and shall include the name of the Corporation, the name of each director or officer receiving pecuniary benefit from the transaction, the nature of the transaction, and the specific dollar amount of the transaction. The Corporation shall retain proof of publication and of the written notice with the minutes.
4.7 The pecuniary benefit transaction list. The Scribe shall maintain a list disclosing each and every pecuniary benefit transaction, including the names of those to whom the benefit accrued and the amount of the benefit, and shall keep the list available for inspection by members of the Board and by contributors to the Corporation. The list shall be reported to the Director of Charitable Trusts each year as part of the Corporation's annual report under RSA 7:28 (Form NHCT-12).
4.8 Records for the Director of Charitable Trusts. Every Covered Person, or immediate family member, who engages in a pecuniary benefit transaction with the Corporation shall provide copies of all contracts, payment records, vouchers, and other financial records or documents at the request of the Director of Charitable Trusts in accordance with RSA 7:24, and acknowledges that documents so provided may be disclosed to the public subject to applicable confidentiality laws.
5.1 As of adoption, the Corporation pays no compensation to any director or officer. Reasonable compensation for the services of an executive director, and reimbursement of expenses incurred in official duties, are excluded from the definition of pecuniary benefit transaction by 2.2(a) but shall nonetheless be set or approved by the disinterested directors, with the affected person recused, on the basis of documented comparability data, and recorded in the minutes. Any other compensation or payment to a director or officer for services is a pecuniary benefit transaction and shall be approved under Article 4.
6.1 A Covered Person shall disclose to the Board any circumstance — including a personal relationship, a position with another organization, or an outside business activity — that could reasonably be perceived as affecting the Covered Person's independent judgment on a matter before the Board, even if no financial interest exists.
6.2 After disclosure, the remaining directors shall decide, by majority vote with the disclosing person recused from that vote, whether the Covered Person may participate in deliberation and voting on the matter. The decision and its basis shall be minuted.
7.1 No loans to insiders. The Corporation shall not lend money or property to any director or officer. Any director or officer who assents to or participates in the making of such a loan is jointly and severally liable to the Corporation for the amount of the loan until it is repaid.
7.2 Real estate. The Corporation shall not sell, lease for a term of greater than five years, purchase, or convey any real estate or interest in real estate to or from a director or officer without the prior approval of the probate court after a finding that the transaction is fair to the Corporation. This paragraph does not apply to a bona fide gift of an interest in real estate to the Corporation by a director or officer. Where such a transaction is also a pecuniary benefit transaction, the Article 4 procedure applies in addition to court approval.
8.1 If the Board has reasonable cause to believe a Covered Person has failed to disclose a financial interest or other conflict, it shall inform the Covered Person of the basis for that belief and afford an opportunity to explain. If, after hearing the response and making any further investigation warranted, the Board determines the Covered Person has failed to disclose, it shall take appropriate corrective action, which may include rescission of the transaction to the extent permitted by law and removal from office under the Bylaws.
8.2 A pecuniary benefit transaction undertaken in violation of RSA 7:19-a is voidable (RSA 7:19-a, VII). Any member of the Board has standing to petition for a declaratory judgment that one or more pecuniary benefit transactions are void (RSA 7:19-a, VIII), and the Director of Charitable Trusts may investigate and institute proceedings.
9.1 The Scribe shall provide a copy of this Policy to every Covered Person on appointment and shall maintain the annual statements (3.2), the transaction list (4.7), and the records required by Article 4.
9.2 The Board shall review this Policy at least every three years and whenever RSA 7:19-a is amended.
9.3 Nothing in this Policy limits any requirement of RSA 7:19-a, RSA 292, the Internal Revenue Code, or the Bylaws; where they are stricter, they govern.
Adopted by the Board of Directors of Tenth House on 15 September 2026 by a vote of five to none, pursuant to RSA 7:19-a, IV and Bylaws Article VII. Each director and officer signs an acknowledgment and disclosure statement annually; the signed statements are kept with the corporation's permanent records and are not published. This copy is the policy as adopted.