Effective Date: January 1, 2026
Purpose
Tango Charities, Inc. (the “Organization”) is committed to decisions that advance its charitable mission. This policy establishes a process for identifying, disclosing, and managing actual, potential, and perceived conflicts of interest. It supplements, rather than replaces, applicable federal and Texas law.
Who Is Covered
This policy applies to directors, officers, key employees, and members of committees with board-delegated powers (“covered persons”). Other staff and volunteers must promptly report potential conflicts involving decisions they influence.
What Constitutes a Conflict
A conflict may exist when a covered person, a family member, or a business with which that person is associated has a financial or other personal interest that could affect, or reasonably appear to affect, independent judgment. Examples include compensation arrangements, vendor contracts, grants, hiring, use of organizational assets, and transactions involving corporate sponsors or related businesses. Having an interest does not automatically establish wrongdoing.
Duty to Disclose
Covered persons must disclose relevant interests promptly, before discussion or action, and update disclosures when circumstances change. Directors and officers must complete an annual written disclosure. Disclosures should identify the relationship and relevant facts sufficient for independent review.
Review and Decision Process
The interested person may provide requested factual information but must not participate in deliberation or vote on the matter, and should leave the meeting during deliberation unless the disinterested directors request otherwise. The disinterested directors determine whether a conflict exists, consider reasonably available alternatives, assess fairness and alignment with the charitable mission, and approve a transaction only when appropriate under applicable law and the Organization’s governing documents. A director’s disclosure alone does not authorize a conflicted transaction.
Documentation
Minutes must record the disclosed interest, persons present for discussion and vote, recusals, alternatives considered where relevant, the decision, and the basis for determining that the transaction was fair and in the Organization’s best interests. Confidential individual disclosure forms are maintained with internal governance records and are not published.
Violations
If the board has reasonable cause to believe a covered person failed to disclose a conflict, it will inform that person, provide an opportunity to explain, investigate as warranted, and take corrective action consistent with law and governing documents.
Compensation
A person whose compensation is under consideration must not vote on that compensation. Compensation decisions should be made by disinterested decision-makers using appropriate comparability information and contemporaneous documentation.
Administration and Review
The board is responsible for administering this policy and reviewing it periodically. Questions or disclosures should be directed to the board chair or another disinterested director. The Organization will retain annual acknowledgments and related records internally.