NAHA Conflict of Interest Policy

NATIONAL ASSOCIATION FOR HOLISTIC AROMATHERAPY

Conflict of Interest Policy

                       Table of Contents

1. Purpose ..........................................................................................................................2
2. Covered Persons .........................................................................................................2
3. Definition of Conflict of Interest.............................................................................2
4. Limitation on Common School Affiliation...........................................................3
5. Duty to Disclose ...........................................................................................................3
6. Procedures Upon Disclosure....................................................................................4
7. Compensation Matters...............................................................................................4
8. Charitable Contributions and Dual Board Service ..........................................5
9. Office Lease Arrangements .......................................................................................6
10. Annual Statement.........................................................................................................7
11. Violations........................................................................................................................7
12. Periodic Review.............................................................................................................8

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NAHA Conflict of Interest Policy

1. Purpose
The National Association for Holistic Aromatherapy (“NAHA” or the “Association”) is a 
Colorado nonprofit corporation recognized as exempt from federal income tax under Section 
501(c)(3) of the Internal Revenue Code. The purpose of this policy is to protect NAHA’s 
interests when it is contemplating entering into a transaction, arrangement, or decision that 
might benefit the private interest of a director, officer, appointed officer, committee chair, or 
district, regional, or international director, and to ensure that the governance of the 
Association reflects the interests of the membership as a whole rather than any single school, 
business, or faction within the aromatherapy community.

This policy supplements, and does not amend or supersede, NAHA’s Articles of Incorporation 
and Bylaws and shall be administered consistently with the Colorado Revised Nonprofit 
Corporation Act and, where applicable, Section 4958 of the Internal Revenue Code and the 
Treasury Regulations thereunder; in the event of a conflict, applicable law controls, followed 
by the Articles of Incorporation and then the Bylaws.
 

2. Covered Persons
This policy applies to all members of the Board of Directors, all elected and appointed officers, 
all committee chairs and committee members, all district, regional, and international directors, 
and any paid staff or contractors with decision-making authority (collectively, “Covered 
Persons”).
 

3. Definition of Conflict of Interest
An actual or potential conflict of interest exists when a Covered Person, or a member of the 
Covered Person’s immediate family, has a financial, employment, compensation, or 
governance interest that is material:

a.  as a direct or indirect financial interest in a transaction, contract, or arrangement 
under consideration by NAHA, including an interest held through an entity in which the 
Covered Person or an immediate family member holds an ownership or controlling 
interest;

b.   The Covered Person or immediate family member holds an office, directorship, 
committee chair position, compensated role, or other fiduciary position in another 
organization whose interests may conflict with those of NAHA;

c.   Owns, operates, is employed by, teaches for, or receives compensation from an 
aromatherapy school, business, or product line whose interests may be affected by a 
NAHA decision, including but not limited to school approvals, CASE matters, 
educational standards, conference programming, advertising, and endorsements; or

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NAHA Conflict of Interest Policy

d.   Stands to gain personally, professionally, or financially from a NAHA decision in a 
manner not shared by the membership generally.
For purposes of this policy, “immediate family” means, consistent with the family relationships 
reportable on IRS Form 990, Schedule L, a spouse, ancestor (parent or grandparent), child 
(whether whole, half, or legally adopted), grandchild, sibling (whether whole or half-blood), or 
the spouse of any child, grandchild, or sibling of the Covered Person.

4. Limitation on Common School Affiliation

a.   To the extent permitted by the Articles of Incorporation and Bylaws, no more than two 
(2) members of the Board of Directors may be affiliated with the same aromatherapy 
school at any time; this limitation shall not shorten a director’s duly elected term except 
through a removal, resignation, or other vacancy process authorized by the Bylaws 
and Colorado law.

b.   For purposes of this section, a person is “affiliated” with a school if they own it in whole 
or in part, serve as an officer or director of it, are employed by it, teach or develop 
curriculum for it as an instructor or contractor, or are an immediate family member of 
any of the foregoing.

c.   Unpaid guest appearances or webinars given free of charge are exempt from 
“affiliation” status.

d.   This limitation shall be applied at the candidacy review stage. When candidate 
applications are reviewed under the Bylaws’ nomination procedures, the Board shall 
determine whether the election of any combination of candidates could result in more 
than two affiliated Board members and shall advise affected candidates accordingly 
before ballots are finalized.

e.   If a Board member’s affiliation changes during their term such that this limitation would 
be exceeded, the affected Board members shall promptly disclose the change, and 
the disinterested directors shall adopt a lawful cure consistent with the Articles of 
Incorporation, the Bylaws, and Colorado law, which may include ending the affiliation, 
obtaining a voluntary resignation, or commencing an authorized removal process.

5. Duty to Disclose
Each Covered Person shall disclose in writing to both the President and Secretary any actual 
or potential conflict of interest and all material facts within five (5) business days after 
becoming aware of it and, in all events, before influencing or participating in any related 
deliberation, recommendation, negotiation, approval, or action; if the President is implicated 
or unavailable, disclosure shall instead be made to the Vice President or, if none is 

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NAHA Conflict of Interest Policy

disinterested and available, another disinterested director, and if the Secretary is implicated 
or unavailable, disclosure shall instead be made to the Treasurer or, if none is disinterested 
and available, another disinterested director. Disclosure of family and business relationships 
between directors and officers shall be made annually and shall be sufficient to permit 
accurate reporting on IRS Form 990, Part VI, Section A, Line 2.
 

6. Procedures Upon Disclosure

a.   After disclosing all material facts and answering factual questions requested by the 
disinterested directors, the interested person shall not influence, deliberate, or vote on 
the matter and shall leave the physical or virtual meeting during deliberation and 
voting. An interested director may be counted toward the quorum required under the 
Bylaws only to the extent permitted by Colorado law, but shall not be counted as a 
disinterested director or as a vote cast when determining approval of the matter.

b.   The remaining disinterested directors shall determine whether a conflict of interest 
exists and, if so, may approve the transaction or decision only if a quorum of 
disinterested directors is present and a majority of the disinterested directors present 
and voting determine, in good faith, that the matter is fair and reasonable to NAHA 
and in NAHA’s best interests. Before approving a material conflicted transaction, the 
disinterested directors shall consider reasonably available, disinterested alternatives 
unless doing so is impracticable, and shall document the comparability data 
considered and why the selected transaction is fair, reasonable, and in NAHA’s best 
interests.

c.   The Secretary shall prepare minutes or other authorized records stating the date of 
the meeting or written action, the name of each person who disclosed a conflict, the 
nature and material facts of the conflict, the directors present for deliberation and 
voting, the interested person’s departure or recusal, the alternatives and comparability 
information considered, each participating director’s vote, and the basis for the 
determination; the records shall be prepared by the later of the next Board meeting or
sixty (60) days after final action, presented for review within a reasonable time, and 
corrected, if necessary, within ten (10) business days after the need for correction is 
identified.

7. Compensation Matters
No Covered Person shall influence, deliberate, or vote on that person’s own compensation 
or benefits, except to provide factual information requested by the disinterested directors; 
reimbursement of substantiated business expenses under a uniformly applied accountable-
plan policy may be administratively processed without separate Board approval, but any 
related-party compensation arrangement shall be approved in advance by disinterested 
 

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NAHA Conflict of Interest Policy

directors using appropriate comparability data and the documentation procedures in Section 
6; all compensation arrangements shall be authorized consistently with the Bylaws’ 
compensation provisions, expense reimbursements shall be administered under NAHA’s
accountable-plan and reimbursement policies, and all payments remain subject to the 
Bylaws’ prohibition on private inurement and applicable federal tax law.
 

8. Charitable Contributions and Dual Board Service

a.   Nonprofit organizations have no owners. No individual holds an equity or ownership 
interest in an organization exempt under Section 501(c)(3), and this policy therefore 
does not measure conflicts involving other nonprofit organizations by ownership 
percentage. Such conflicts arise instead from dual fiduciary duty: a Covered Person 
who serves as a director, officer, or employee of another nonprofit organization owes 
a duty of loyalty to both organizations.

b.   When NAHA considers a donation, grant, sponsorship, or other transfer of funds or 
resources to an organization in which a Covered Person serves as a director, officer, 
or employee, or holds any other fiduciary or compensated role, the Covered Person 
shall disclose the relationship under Section 5 and shall recuse themselves from all 
deliberation and voting on the matter in accordance with Section 6.

c.   As a matter of NAHA policy, the duty to disclose and recuse applies whenever the 
Covered Person holds a fiduciary or compensated role with the other organization, 
regardless of the Covered Person’s degree of influence there. This recusal standard 
is broader than, and shall not be construed as a determination of, whether a person is 
a “disqualified person” for a particular transaction under Section 4958(f)(1) of the 
Internal Revenue Code and applicable Treasury Regulations; for federal tax purposes, 
that status generally depends on whether the person was in a position to exercise 
substantial influence over NAHA’s affairs at any time during the five-year period 
ending on the date of the transaction and shall be evaluated under the applicable law 
and facts.

d.   Financial interests in for-profit entities doing business with NAHA, including ownership 
interests, remain governed by Sections 3, 5, and 6 of this policy and, in the case of 
office space, by Section 9.

a.   Any limitation on the portion of NAHA’s annual charitable giving that may be directed 
to a single organization is a budgetary matter to be established by the Board through 
its budgeting process and is not a determination governed by this policy.

9. Office Lease Arrangements

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NAHA Conflict of Interest Policy

For purposes of this Section, an “Occupancy Arrangement” means any lease, license, 
donation, below-market occupancy, or other agreement under which NAHA uses office, 
storage, shipping, retail, or related space provided by a Covered Person, an immediate family 
member, or an affiliated entity; NAHA may enter into or renew an Occupancy Arrangement 
only after compliance with Sections 5 and 6 and the following conditions, as applicable:

a.   The premises are located in a professional building suitable for the administrative 
operations of the Association;

b.   Any rent and other consideration payable by NAHA shall not exceed fair market value 
for the complete Occupancy Arrangement, taking into account the type, condition, 
location, permitted use, square footage, included utilities and services, lease structure, 
donated or below-market components, and termination rights, as supported by 
reasonably comparable listings, broker opinions, independent appraisals, or other 
reliable data obtained before approval and no more than twelve (12) months before 
the arrangement is entered into or renewed;

c.   The Occupancy Arrangement is documented in a written lease, license, or donation 
agreement that identifies the parties and premises and states all monetary and 
nonmonetary consideration, the term, renewal and termination rights, access and 
security rights, space and services provided, allocation of utilities and maintenance, 
and each donated or below-market component;

d.   Each interested Covered Person discloses the relationship under Section 5 and 
recuses from influence, deliberation, and voting under Section 6, and the complete 
Occupancy Arrangement is approved in advance under the quorum and voting 
standards in Section 6;

e.   The approval record includes the effective date and material terms of the Occupancy 
Arrangement, the comparability data relied upon, the directors present, each 
participating director’s vote, all recusals, and the basis for determining that the 
complete arrangement is fair, reasonable, and in NAHA’s best interests, and is 
completed and corrected within the sixty (60)-day and ten (10)-business-day deadlines 
stated in Section 6;

f.   The Occupancy Arrangement is reviewed against current comparables upon each 
renewal, and in any event no less frequently than every two years;

g.   At least one other Board member not affiliated with the counterparty shall be in 
possession of a key or key code to the space used under the Occupancy Arrangement 
at all times; and

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NAHA Conflict of Interest Policy

h.   The location of space used under an Occupancy Arrangement may be changed if 
demanded by extenuating circumstances, such as the resignation of the officer who 
personally oversees the space on NAHA’s behalf. Any change in that location must 
be approved by a vote of the Board of Directors, with any affiliated members recusing 
themselves from the vote. If the Board of Directors votes to relocate, any obligations 
then in effect under the Occupancy Arrangement must be satisfied in accordance with 
its terms.
Compliance with these procedures does not conclusively establish compliance with federal 
or state law, but an Occupancy Arrangement satisfying these conditions may be approved 
under this policy if the disinterested directors determine in good faith that the complete 
arrangement provides fair and reasonable consideration for space and services actually used 
by NAHA and does not result in private inurement or an excess benefit. When Section 4958 
applies and NAHA elects to seek the rebuttable presumption described in Treasury 
Regulation § 53.4958-6, the Board shall separately determine and document whether the 
specific transaction satisfies all then-applicable requirements, including advance approval by 
an authorized body composed entirely of individuals without a conflict of interest, reliance on 
appropriate comparability data, and contemporaneous documentation; compliance with this 
policy alone does not establish the presumption or compliance with law.
 

10. Annual Statement
Each Covered Person shall sign an annual statement affirming that they have received, read, 
and understood this policy, agree to comply with it, and have disclosed all actual or potential 
conflicts of interest, including school affiliations as defined in Section 4 and positions held in 
other aromatherapy organizations. Each annual statement shall be dated and retained by the 
Secretary for at least seven (7) years after the end of the fiscal year to which it relates, or 
longer if required by the Bylaws, NAHA’s records-retention policy, applicable law, or a legal 
hold.
 

11. Violations
A good-faith determination that a Covered Person failed to disclose an actual or potential 
conflict of interest or otherwise violated this policy may support proportionate corrective or 
disciplinary action under the Bylaws’ disciplinary provisions or, for a Covered Person who is 
not a member, under the person’s employment or contractor agreement and applicable 
personnel policies; before action is imposed, NAHA shall provide written notice of the alleged 
violation and proposed action, a reasonable opportunity to submit a written response and be 
heard by disinterested decision-makers, and a written decision, and any removal, 
disqualification, vacancy, or termination must be independently authorized and carried out 
under the Articles of Incorporation, Bylaws, contract, and applicable law. No person shall be 

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NAHA Conflict of Interest Policy
 

retaliated against for a good-faith disclosure, report, or participation in an investigation under 
this policy, including a report to a governmental authority.
 

12. Periodic Review
The Board of Directors shall review this policy at least once every two (2) years and after any 
material change in applicable law or NAHA’s governing documents, and the Secretary shall 
retain each annual statement, disclosure, supporting comparability record, related 
agreement, investigation record, minute, written consent, and approval record for at least 
seven (7) years after the later of the final action, expiration or termination of the arrangement, 
or filing of the Form 990 to which the record relates, or longer if required by the Bylaws, 
NAHA’s records-retention policy, applicable law, or a legal hold; records subject to a pending 
or reasonably anticipated audit, investigation, claim, or governmental inquiry shall not be 
destroyed until the matter is finally resolved and counsel authorizes release of the hold.

Adopted by the NAHA Board of Directors on 09/08/2026

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