Published: November 13, 2026
Cotton Branch Refuge Project places its charitable mission and the wellbeing of the animals in its care ahead of personal interests. This policy applies to directors, officers, employees, and anyone exercising delegated authority over an organizational decision. It supplements our governing documents and applicable law.
What must be disclosed
A conflict may exist when a person's judgment could be influenced by a financial, family, household, professional, or other personal relationship. An apparent conflict deserves disclosure even when the person believes they can act fairly. Disclosure does not by itself establish wrongdoing.
- Disclose employment, ownership, investments, compensation, gifts, loans, contracts, and other interests that could be affected by Cotton Branch decisions.
- Include relevant interests of a spouse, domestic partner, household member, close relative, or an entity controlled by any of them. Relationships between organizational leaders must be disclosed when they affect oversight or a decision.
- Disclose outside board service, business opportunities, donor or vendor relationships, and any other circumstance that could create divided loyalties.
- Never use organizational property, confidential information, influence, or opportunities for an unauthorized personal benefit.
Annual and ongoing disclosure
Covered individuals complete a written disclosure when they begin their role and at least annually. They must update it promptly when circumstances change and disclose a relevant interest before a transaction or discussion begins. The Board maintains disclosures securely; completed forms are not public website content.
Use the Annual Conflict of Interest Disclosure. A person who is unsure whether a relationship is relevant should disclose it for review.
Independent review and recusal
The interested person may provide requested facts, then must leave the discussion and vote. They must not influence the decision outside the meeting or select their own reviewer. Unconflicted directors determine whether a conflict exists and how it will be managed, following the bylaws and applicable quorum and voting rules. An interested person's presence must not be used to manufacture an independent approval.
Before approving a related party transaction, unconflicted decision-makers examine reasonable alternatives, relevant market or compensation comparisons, and whether the arrangement is fair, reasonable, and in Cotton Branch's best interests. If adequate independence or authority is unavailable, the matter is deferred while appropriate independent advice and a lawful approval process are arranged. Urgency does not authorize self-approval.
Compensation, contracts, and reimbursements
No one approves their own pay, reimbursement, loan, or contract, or that of a spouse, partner, household member, or related business. Compensation decisions use suitable comparison information and documented independent review. Genuine expenses require receipts and a clear organizational purpose. A donation or title does not entitle someone to a contract, preferential treatment, or influence over animal care.
Documentation and accountability
Minutes record the disclosed interest, who withdrew, the independent participants, alternatives and comparison information considered, the decision and its reasons, and the vote. Personal information is restricted to those who need it. The Board reviews implementation at least annually, including whether arrangements remain appropriate.
Suspected nondisclosure is reviewed fairly: the person has an opportunity to explain, and unconflicted decision-makers determine corrective action. Concerns may be raised through our Whistleblower Protection & Reporting Concerns Policy. Retaliation is prohibited.