CONFLICT OF INTEREST POLICY
ALL NATIONS INTERNATIONAL, INC.
ARTICLE I — PURPOSE
The purpose of this Conflict of Interest Policy (this “Policy”) is to protect All Nations International, Inc. (the “Corporation”) when it is considering entering into a transaction or arrangement that might benefit the private interest of a director, officer, key employee, or member of the International Leadership Team (ILT) of the Corporation, or might result in a possible excess benefit transaction. This Policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
This Policy also governs compensation arrangements for any compensated director, officer, ILT member, or employee of the Corporation, and establishes procedures to ensure that such arrangements are reasonable and consistent with the Corporation’s tax-exempt purposes under § 501(c)(3) of the Internal Revenue Code.
As with many growing global organizations, leadership transitions and organizational changes occasionally occur. All Nations International continues to operate under its established governance and leadership structures, and our mission, field ministries, partnerships, and global initiatives remain strong and fully operational. We remain focused on serving the Church and advancing the Gospel among the nations.
ARTICLE II — DEFINITIONS
1. Interested Person. Any director, principal officer, key employee, member of the International Leadership Team, or member of a committee with governing board delegated powers, who has a direct or indirect financial or private interest, as defined below, is an interested person.
2. Financial Interest. A person has a financial or private interest if the person has, directly or indirectly, through business, investment, or family:
a) An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement;
b) A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or
c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial or private interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
3. Key Employee. For purposes of this Policy, “key employee” means any compensated employee or contractor of the Corporation whose responsibilities include 2 financial oversight, vendor or contractor relationships, program management, or administration of any ILT or affiliate network function, or any other person designated as a key employee by the Board.
4. International Leadership Team. Members of the Corporation’s International Leadership Team (“ILT”) are subject to this Policy in connection with any transaction, arrangement, or compensation decision involving the Corporation. ILT members who are also directors of the Corporation are subject to this Policy in both capacities.
ARTICLE III — PROCEDURES
1. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial or private interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
The duty to disclose includes disclosure of: (a) any family or business relationship with any current or prospective employee, contractor, vendor, or affiliate organization of the Corporation; (b) any personal financial interest in any transaction being considered by the Board or ILT; and (c) any compensation arrangement between the interested person and any entity with which the Corporation has a transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial or private interest and all material facts, and after any discussion with the interested person, he or she shall leave the governing board or committee while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest.
a) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c) After exercising due diligence, the governing board or committee shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy.
a) If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action, up to and including removal from service.
ARTICLE IV — COMPENSATION PROCEDURES
1. Scope. This Article applies to the determination of compensation for any director, officer, ILT member, or employee of the Corporation whose compensation is subject to Board approval.
2. Reasonable Compensation Standard. All compensation paid by the Corporation shall be reasonable and consistent with the Corporation’s tax-exempt purposes. In determining whether compensation is reasonable, the Board shall consider comparability data, including compensation paid by similarly situated tax-exempt organizations for similar services, consistent with the rebuttable presumption procedures of IRC § 4958.
3. Recusal on Compensation Decisions. Any Board member who has a personal or familial relationship with the person whose compensation is being determined, or who has any other financial interest in the outcome of the compensation decision, shall disclose that relationship or interest and shall recuse himself or herself from discussion and voting on the compensation decision. Because the President/CEO and certain ILT members serve on the Board, those individuals shall not participate in the determination of their own compensation.
Note: The President/CEO (Mary Ho) and Juergen Kramer are both ILT members and Board members. Neither may participate in Board discussions or votes regarding their own compensation. All CEO and ILT compensation approvals must be made by the independent directors with comparability data and contemporaneous documentation as required by IRC § 4958.
4. Documentation. The Board shall document in its minutes: (a) the names of all Board members present and voting on any compensation decision; (b) the comparability data considered; (c) any recusals; and (d) the basis for the Board’s determination that the compensation is reasonable. This documentation is intended to support a rebuttable presumption of reasonableness under IRC § 4958.
5. Components of Compensation. For purposes of this Article, “compensation” includes all components of a person’s total remuneration, including base salary or wages, housing or automobile allowances, pension contributions, health insurance premiums, expense reimbursements, and any other benefit or allowance with monetary value.
ARTICLE V — RECORDS OF PROCEEDINGS
The minutes of the governing Board and all committees with Board delegated powers shall contain the following information:
a) The names of the persons who disclosed or otherwise were found to have a financial or private interest in connection with an actual or possible conflict of interest, the nature of the financial or private interest, any action taken to determine whether a conflict of interest was present, and the governing Board’s or committee’s decision as to whether a conflict of interest in fact existed.
b) The names of persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
ARTICLE VI — COMPENSATION
c) A voting member of the governing board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.
d) A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.
e) No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Note: The independent directors of the Corporation are not compensated for their service as directors. This Article is included for completeness and to comply with IRS requirements. See Article IV for procedures governing compensation determinations for the CEO, ILT members, and other employees.
ARTICLE VII — ANNUAL STATEMENTS
Each director, principal officer, key employee, ILT member, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a) Has received a copy of the Conflict of Interest Policy;
b) Has read and understands the Policy;
c) Has agreed to comply with the Policy; and
d) Understands that the Corporation is a charitable organization and in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.
The annual disclosure statement shall also require each signatory to disclose: (a) any financial interest in any entity that has or is seeking a transaction or arrangement with the Corporation; (b) any compensation arrangement with any entity or individual with which the Corporation has a transaction or arrangement; and (c) any family or business relationship with any current or prospective employee, contractor, vendor, or affiliated entity of the Corporation. The Annual Disclosure Statement form attached to this Policy as Exhibit A is hereby incorporated by reference.
Annual Disclosure Statements shall be collected at the beginning of each fiscal year and shall be retained with the Corporation’s corporate records. Initial disclosure statements shall be signed at the first meeting at which this Policy is adopted.
ARTICLE VIII — PERIODIC REVIEWS
To ensure the Corporation operates in a manner consistent with its charitable and religious purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a) Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining;
b) Whether partnerships, joint ventures, arrangements with management organizations, and Memoranda of Understanding with ANF affiliate organizations conform to the Corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable and religious purposes, and do not result in inurement, impermissible private benefit, or an excess benefit transaction.
ARTICLE IX — USE OF OUTSIDE EXPERTS
When conducting the periodic reviews as provided for in Article VIII, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
ARTICLE X — SCOPE OF THIS POLICY; ECCLESIASTICAL MATTERS
This Policy governs financial and transactional conflicts of interest. It is not intended to apply to, and shall not be construed to govern, matters of doctrine, theology, pastoral discipline, ecclesiastical governance, or the application of the Corporation’s Statement of Faith. Such matters are governed by the Corporation’s Bylaws and Statement of Faith, and decisions regarding such matters are ecclesiastical determinations within the final authority of the Board of Directors as set forth in the Bylaws.
CERTIFICATE
The undersigned certifies that he/she is the Secretary of All Nations International, Inc., a Missouri nonprofit corporation, and that, as such, he/she is authorized to execute this certificate on behalf of said corporation, and further certifies that the corporation’s Board of Directors approved and adopted this Conflict of Interest Policy by a sufficient majority vote on the fourteenth (14th ) day of August, 2026.
Matt Lockett, Secretary
All Nations International Board of Directors
EXHIBIT A
ANNUAL CONFLICT OF INTEREST DISCLOSURE STATEMENT
All Nations International, Inc. — Annual Conflict of Interest Disclosure Statement