Anti-Nepotism Policy

ARTICLE I: PURPOSE

The Open Accounts Receivable Collective Foundation (the “Foundation”) is committed to fair, merit-based decision-making in all hiring, contracting, and governance activities. This Anti-Nepotism Policy is designed to prevent conflicts of interest arising from personal relationships and to protect the Foundation from actual or perceived preferential treatment in employment, contracting, and governance decisions.

ARTICLE II: SCOPE

This policy applies to all directors, officers, employees, and contractors of the Foundation. It governs decisions regarding:

• Employment, including hiring, promotion, compensation, and performance evaluation

• The awarding of contracts, subcontracts, and vendor relationships

• Any other transaction or arrangement in which a personal relationship may create an actual or apparent conflict of interest.

ARTICLE III: DEFINITIONS

Section 3.1. Family Member

For purposes of this policy, “family member” includes: a spouse or domestic partner; a parent or step-parent; a sibling or step-sibling; a child or step-child; a grandparent or grandchild; an in-law (parent, sibling, or child of a spouse or domestic partner); and any individual who resides in the same household as the covered person.

Section 3.2. Close Personal Relationship

A “close personal relationship” includes a romantic relationship, a close friendship in which an objective observer would reasonably question whether independent judgment could be exercised, or any other personal relationship that creates a material appearance of partiality. Ordinary professional relationships, industry acquaintance, and prior professional collaboration do not, by themselves, constitute a close personal relationship.

Section 3.3. Covered Person

A “covered person” is any director, officer, employee, or contractor of the Foundation.

ARTICLE IV: PROHIBITED CONDUCT

Section 4.1. Employment Decisions

No covered person will participate in any hiring, promotion, compensation, or performance evaluation decision regarding a family member or person with whom the covered person has a close personal relationship. If such a relationship exists, the covered person will disclose it and recuse from the decision.

Section 4.2. Contracting and Vendor Decisions

No covered person will participate in the evaluation, selection, or oversight of a contract, grant, or vendor relationship in which a family member or person with whom the covered person has a close personal relationship has a material financial interest. If such a relationship exists, the covered person will disclose it and recuse from the decision.

Section 4.3. Supervisory Relationships

No employee will be placed in a direct supervisory or evaluative relationship with a family member or person with whom the employee has a close personal relationship. Where such a relationship develops after employment, the Foundation will take reasonable steps to restructure the reporting relationship.

Section 4.4. Board Appointments

The Board of Directors will not appoint a family member of any current director or officer to the Board or to any committee with Board-delegated powers, except pursuant to a written waiver granted under Article VI of this policy. No family member of a director or officer will serve on the Finance and Audit Committee or as the Foundation’s independent accountant or auditor.

ARTICLE V: DISCLOSURE REQUIREMENTS

Any covered person who has, or becomes aware of, an actual or potential conflict of interest under this policy will promptly disclose the relationship to the Chair of the Board (or to the Vice Chair if the Chair is involved) and to the Secretary. Disclosure will be made before any relevant decision is made and will be documented in writing.

Directors will include relevant disclosures in their annual Conflicts of Interest disclosure statements.

ARTICLE VI: EXCEPTIONS AND WAIVERS

The Board of Directors may, in exceptional circumstances and by a two-thirds (2/3) vote of the disinterested directors, grant a written waiver from a specific prohibition under this policy, provided that:

• The affected person has fully disclosed all relevant facts

• The Board has determined that the exception is in the Foundation’s best interest

• The waiver and its basis are documented in the minutes.

ARTICLE VII: ENFORCEMENT

Violations of this policy will be addressed by the Board of Directors and may result in disciplinary action, up to and including removal from the Board or termination of employment or engagement. Alleged violations will be investigated in accordance with procedures established by the Board, with fairness to all parties involved.

ARTICLE VIII: POLICY ADMINISTRATION AND REVIEW

The Chair of the Board and the Secretary are jointly responsible for administering this policy. This policy may be updated by the Board of Directors and will be reviewed at least annually. Substantive changes will be announced through the Foundation’s official channels and reflected in the dated version of this policy. The current version of this policy supersedes any prior version.