Conflict of Interest Policy

This Conflict of Interest Policy is intended to protect the charitable interests of LuxeNova Community Wellness, Inc. (the "Corporation") when it considers entering into a transaction or arrangement that might benefit the private interest of a director, officer, employee, contractor, or family member. This Policy is adopted in addition to, and in compliance with, applicable Massachusetts nonprofit law and Section 4958 of the Internal Revenue Code regarding excess benefit transactions.

This Policy applies to every person with decision-making responsibility on behalf of LuxeNova Community Wellness, Inc.

A conflict of interest exists when a covered person's personal, family, financial, or outside organizational interests could reasonably appear to influence — or actually do influence — a decision made on behalf of the Corporation.

When a conflict — actual, potential, or perceived — is identified, the following procedure applies.

1. Step 1

   Disclose promptly

   Any director, officer, or key person who becomes aware of an actual or potential conflict must disclose it in writing to the Board Chair and the Secretary as soon as the matter arises.

2. Step 2

   Recuse from discussion

   The interested person shall leave the room (or virtual meeting) during deliberation on the matter and shall not participate in discussion, lobbying, or advocacy on the decision.

3. Step 3

   Recuse from voting

   The interested person shall not vote on the matter. The remaining disinterested directors shall determine, by majority vote, whether to proceed and on what terms.

4. Step 4

   Document everything

   The disclosure, the recusal, the alternatives considered, and the final decision shall be recorded in the minutes of the meeting and retained as part of the Corporation's official records.

5. Step 5

   Review for fairness

   Before approving any transaction with an interested party, the Board shall determine in good faith that the transaction is fair, reasonable, and in the best interest of the Corporation, and that comparable arms-length alternatives were considered.

A voting member of the Board who receives, directly or indirectly, compensation from the Corporation is precluded from voting on matters pertaining to that person's compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation from the Corporation is precluded from voting on matters pertaining to that person's compensation.

Directors, officers, and key personnel may make personal charitable donations to the Corporation. Such donations shall not entitle the donor to any preferential treatment, vote, or decision-making influence. Restricted gifts from interested persons shall be reviewed by the disinterested members of the Board to confirm alignment with the Corporation's mission.

Information acquired by directors, officers, and key personnel in the course of their service — including family intake details, donor information, financial data, and Board deliberations — is confidential and shall be used solely for the purpose of advancing the mission of the Corporation.

If the Board has reasonable cause to believe that a covered person has failed to disclose an actual or potential conflict, the Board shall inform the person of the basis for that belief and provide an opportunity to explain. If, after hearing the response and making any further investigation as warranted, the Board determines that the person has failed to disclose an actual or potential conflict, the Board shall take appropriate corrective and disciplinary action, up to and including removal from the Board or termination of employment or engagement.

Each director, officer, and key person shall annually sign a disclosure statement affirming the following:

The Secretary shall maintain signed annual disclosure statements and records of all conflict disclosures, recusals, and resulting Board actions as part of the Corporation's official records.