Does a "no conflicts" disclosure still need to be filed?

Yes - the act of filing the disclosure (including affirming "no conflicts to disclose this year") is what creates the documentation trail. The IRS and state AGs evaluate whether the policy is FOLLOWED, not just whether it exists on paper. Annual filing by every covered person, even with no disclosures, is the gold standard.

What counts as "family" for disclosure purposes?

IRS definition (Form 990 Schedule L instructions): spouse, ancestors, descendants, siblings, and the spouses of any of these. Many policies extend further to in-laws, step-relations, and cohabiting partners. When in doubt, disclose - over-inclusion never hurts; under-inclusion creates IRS exposure.

What if a board member discovers a new conflict mid-year?

They must promptly disclose it to the Board Chair or Governance Committee, supplement their annual disclosure, recuse from votes on the matter, and the board minutes should reflect both the disclosure and any subsequent review of related transactions for fairness.

Can a conflicted board member ever vote on the matter?

No - recusal is the standard practice for matters involving a material interest. State law generally permits board action on conflicted matters only with: (1) full disclosure, (2) recusal of the conflicted party, (3) a vote by disinterested directors, and (4) finding by the disinterested directors that the transaction is fair and reasonable to the org. Skipping any step exposes the board and the organization to liability.

Board Member Conflict of Interest Disclosure

Annual conflict of interest disclosure form for nonprofit board members and key employees — IRS Form 990 Schedule L compliance.

Customise

Organization name

EIN

Fiscal year covered

Board member or key employee name

Role

Family members covered by policy

Material business interests / employment

Disclosed transactions / relationships

Anticipated transactions in upcoming year

Attestations

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Riverbend Community Outreach
EIN: 47-3829145

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           ANNUAL CONFLICT OF INTEREST DISCLOSURE STATEMENT

═══════════════════════════════════════════════════════════════════════

Fiscal year:                July 1, 2026 – June 30, 2027

DECLARANT

   Name:                    Patricia Reilly
   Role:                    Board member

═══════════════════════════════════════════════════════════════════════

PURPOSE

This disclosure supports compliance with the organization's Conflict of
Interest Policy (adopted per IRS Form 1023 / 990 requirements) and
identifies relationships that may give rise to an "interested party"
transaction under IRC §4958 (excess benefit) and IRS Form 990 Schedule L.

═══════════════════════════════════════════════════════════════════════

COVERED FAMILY AND RELATED PARTIES

Spouse: Marcus Reilly
Dependent children: Aisha Reilly (age 16), Jordan Reilly (age 14)
Parents: Helen Reilly, James Reilly (deceased)
Siblings: Robert Reilly
In-laws and step-relations covered per organization policy.

═══════════════════════════════════════════════════════════════════════

MATERIAL BUSINESS INTERESTS / EMPLOYMENT

Reilly Consulting Group LLC — Owner / Managing Partner. Provides nonprofit strategy consulting; clients include nonprofits and foundations across Wisconsin and Illinois. (Disclosed: organization should not engage Reilly Consulting Group as a paid vendor.)
Wisconsin Community Foundation — Board member (term: 2024-2027).

═══════════════════════════════════════════════════════════════════════

DISCLOSED TRANSACTIONS AND RELATIONSHIPS

1. NONE in current fiscal year.
2. PRIOR YEAR (FY 2025-26): Spouse Marcus Reilly was a paid contractor (graphic design, $2,400) for the annual gala marketing materials. Disclosed at the May 2025 board meeting; vote to approve was 8-0 with member recused.
3. ONGOING: I am the founder of Reilly Consulting Group LLC, which has nonprofit clients. I will recuse myself from any board discussion involving competitors or potential clients of Reilly Consulting Group.

═══════════════════════════════════════════════════════════════════════

ANTICIPATED TRANSACTIONS — UPCOMING FISCAL YEAR

No transactions anticipated in FY 2026-27. I will disclose any new relationships or transactions promptly upon arising.

═══════════════════════════════════════════════════════════════════════

ATTESTATIONS

I have received and read the organization's Conflict of Interest Policy.
I agree to comply with the policy.
I will promptly disclose any potential conflict of interest that arises during the fiscal year.
I will recuse myself from votes on matters in which I have a material interest.
I understand that this disclosure is required for IRS Form 990 Schedule L compliance and may be reviewed by counsel, auditors, and the IRS.

═══════════════════════════════════════════════════════════════════════

SIGNATURE


_______________________________            Date: ____________________
Patricia Reilly


REVIEWED BY


_______________________________            Date: ____________________
Board Chair / Governance Committee


═══════════════════════════════════════════════════════════════════════

This form is RETAINED in the corporate records and reviewed annually
by the Governance Committee. Material disclosures are reflected in
IRS Form 990 Schedule L as required.

About this template

A board member conflict of interest (COI) disclosure is the annual self-declaration that identifies relationships, transactions, and business interests that could create an actual or apparent conflict between a board member's personal interests and the nonprofit's mission. Required by IRS - the IRS Form 1023 application asks whether the organization has a COI policy and the Form 990 (Part VI, Section B, Line 12) asks the same question annually, with answers being public information. Most state Attorneys General also expect nonprofits to maintain a COI policy. Why it matters: (1) IRC §4958 ("intermediate sanctions") imposes excise taxes on "disqualified persons" who receive "excess benefits" from the organization - up to 25% of excess benefit, plus 10% on participating board members. (2) IRS Form 990 Schedule L (Transactions with Interested Persons) reports loans, grants, business transactions, and excess-benefit transactions involving directors, officers, and key employees. (3) Loss of tax exemption is the ultimate penalty for unaddressed self-dealing. Best practice annual policy: (1) every director, officer, and key employee completes a COI form at the start of each fiscal year; (2) board reviews completed forms; (3) interested parties recuse from votes on matters involving them; (4) board minutes document the recusal AND the board's independent review of fairness. Common areas of disclosure: family employment with the organization or a related party, business ownership in companies that contract with the org, board service on competitor or partner orgs, financial interests in real-estate or investments controlled by the org. Drafting tips: be over-inclusive (disclose anything that COULD look like a conflict, not just clear conflicts); use plain language about recusal commitments; include family members per IRS definition (spouse, children, parents, siblings, in-laws); list specific dollar amounts for prior-year transactions; commit to disclosing new conflicts promptly. State law: California requires specific COI disclosures under Corporations Code §5230-5238; New York under N-PCL §715; Massachusetts under c.180 §6A; Texas under BOC §22.230-22.236. Many states require additional disclosures for transactions over set thresholds.

When to use it

Annual board orientation / start of fiscal year.
Onboarding new board members.
Onboarding new officers or key employees.
Whenever a new conflict arises during the year.
Audit / IRS Form 990 preparation.

What to include

Full name and role of declarant.
Family members covered by the policy.
Material business interests and employment.
Disclosed transactions in current and prior year.
Anticipated future transactions.
Recusal commitment and policy attestation.
Signatures (declarant and reviewing officer).

Frequently asked

Two reasons: (1) IRC §4958 imposes "intermediate sanctions" (excise taxes) on "disqualified persons" who receive "excess benefits" from public charities. Penalties are 25% of excess benefit (initial) up to 200% (uncorrected), plus 10% on participating board members. (2) IRS Form 990 Part VI asks whether the org has a COI policy and follows it - answers are public on Guidestar and propublica.org/nonprofits, affecting donor and grantor confidence.

⚠ Legal disclaimer. Conflict of interest policies are required by IRS Form 1023, expected by Form 990, and mandated by state nonprofit corporate law (varies by state — California Corporations Code §5230, New York N-PCL §715, Massachusetts c.180 §6A, Texas BOC §22.230). Excess-benefit transactions trigger excise taxes under IRC §4958. Specific disclosure thresholds and family-member definitions vary. Form 990 Schedule L reporting is mandatory for transactions with interested persons over set thresholds. For organizations with significant transactions or unusual structures, consult nonprofit counsel and audit firm. Not legal advice.