Conflict of Interest Principles

October 2025

Purpose

This policy helps us name, share, and manage actual, potential, or perceived conflicts of interest at Hypha. There are already conflicts that inherently exist within the scope of our work, and the purpose here is not to eliminate them. Rather, our focus is on reducing professional, personal, and organizational risk through transparency, accountability, and fair decision-making.

Scope

This policy applies to anyone working with or on behalf of Hypha: members, employees, contractors, and collaborators.

Kinds of Conflict of Interest

Here are some definitions we should all have a shared understanding of:

Conflict of Interest (COI): When your personal, financial, or professional interests could interfere with your responsibilities to the organization, or even just look like they could.

Actual COI: A direct conflict exists.

For example, you have an equity stake in an organization that partners with Hypha, receive additional client initiative allocations, and/or engage in your own professional deals with companies, including partnering companies.

Potential COI: A conflict isn't active yet, but it could become one.

For example, you are a founder of another organization and want Hypha to partner with said organization.

Perceived COI: From the outside looking in, it looks like a conflict, even if you feel confident that it isn't.

For example, your spouse is applying for a job at a potential client/partner company.

Disclosure: Letting the organization know when one of the above shows up. Even if you're not sure it "counts," it's best to flag it to the Operations Working Group (OWG).

Our COI Principles

Transparency over Elimination: We recognize that some conflicts, though perhaps avoidable, are still in the best interest of Hypha. The goal is not to eliminate all conflicts but to manage them through transparency and meaningful oversight.

Disclosure is Mandatory: All members must disclose any conflict of interest, whether actual, potential, or perceived, as soon as they become aware of it. This includes conflicts that you may be directly involved in, or conflicts that you may witness someone else being involved in. You can disclose the conflict to the Operations Working Group (OWG).

Oversight: Disclosed conflicts will be assessed by the OWG to determine the appropriate course of action, which can look like:

• Recusal and/or Mitigation: When necessary, members may be asked to recuse themselves from specific decisions or activities or implement other mitigation measures.

No Punishment for Good Faith Disclosure: Good faith disclosure will not result in disciplinary action. Even where it feels like you've mistakenly waited longer than you should have to disclose, the sooner we know, the better.

Procedure

1. Identify a (potential) COI
   
   Conflicts of interest are not always cut and dry, especially in our environment. To help determine whether you are faced with a potential COI, you can consult with the OWG and/or ask yourself:
2. Could this activity create an incentive for me, or be perceived by others to create an incentive for me, to benefit myself, my friends or my family, or an associated organization at the expense of Hypha?
3. Could this activity negatively impact my ability to do my job at Hypha?
4. Could this activity potentially harm Hypha or its reputation?
5. Could this activity negatively impact Hypha's respectability if it appeared on the front page of a newspaper or a blog?
   
   If the answer to any of these questions is "yes," the relationship or situation is likely to create a conflict of interest, and you should either avoid it (ideal) or seek support in mitigating any potential risk posed by moving forward with the conflict. Finally, it's important to understand that as circumstances change, a situation that previously didn't present a conflict of interest may, in time, present one.

6. Disclosure Process
   
   You can submit a disclosure in writing to the OWG at operations@hypha.coop

   • Include:
     
     a. Description of the conflict; feel free to share the type of conflict of interest (see above definitions) if you can
     
     b. How it relates to the member's role
     
     c. Any steps already taken to manage it

7. Review and Assessment

   • The OWG will review the disclosure
     1. Where one or more members of the OWG are involved in the COI, they would recuse themselves from the review and assessment process. Where additional support is required, one or more members outside of the OWG may be asked to participate.
   • If needed, they will consult with affected parties for additional context.

8. Determination and Mitigation Plan

   • Options may include, but are not limited to: a recusal from relevant decisions, public disclosure in meeting notes, or specific guardrails.

9. Record-Keeping

   • All disclosures and decisions are documented and stored securely for accountability.

Accountability

Failure to disclose or manage a conflict may result in appropriate disciplinary action, which could look like:

• The loss of decision-making authority on affected matters
• The termination of employment and/or removal from membership
• Other appropriate actions determined by the OWG in consultation with the membership

Existing COIs at Hypha

As we've shared, we know that there are already conflicts of interest active at Hypha. Here are the potential risks associated with such conflicts and how we are mitigating these risks: