Section 1: Interested Party.

Any director, officer, volunteer, member of a committee with Board-delegated powers or employee who has a financial interest in a transaction or arrangement is an interested party, and subject to this policy.

Section 2: Financial Interest.

A person has a financial interest in a transaction or arrangement if the person has, directly or indirectly, through business, family, or investment “

  1. An ownership, investment, or fiduciary interest in any entity with which the Association has a transaction or arrangement, or - A compensation arrangement with the Association or with any entity or individual with which the Association has a transaction or arrangement, or
  2. a potential ownership, investment, or fiduciary interest in, or compensation arrangement with, any entity or individual with which the Association has or is negotiating a transaction or arrangement, or - an ownership, investment or fiduciary interest or compensation arrangement, or potential ownership or investment interest or compensation arrangement, with any entity or individual that is a competitor of an entity or individual with which the Association has or is negotiating a transaction or arrangement.

Section 3: Procedures.

In connection with any actual or potential conflicts of interest, the interested person shall disclose the existence and nature of his or her financial interest in a transaction or arrangement to the directors or members of committees with Board-delegated powers considering the proposed transaction or arrangement. After disclosing the financial interest, the interested person shall not participate in the Board or committee's consideration of whether a conflict of interest exists. If the Board or committee finds that there is an actual or potential conflict of interest, the individual shall not participate in the discussion or decision. Alternately, the board or committee shall appoint a disinterested individual or a committee of disinterested individuals to investigate the transaction or arrangement and obtain appropriate information about the terms of comparable transactions or arrangements that would not give rise to a conflict of interest and that would be reasonably available to the Association. Before entering into the transaction or arrangement, the Board or committee with board-delegated powers shall review the comparability information to determine whether the transaction or arrangement is in the Association's best interest and for its own benefit and whether it is fair and reasonable to the Association. The Board or committee shall decide whether to enter into the transaction or arrangement by majority vote.

Section 4: Records of Proceedings.

The minutes of the Board and all committees with board-delegated powers shall contain:

  1. The names of the persons who disclosed or otherwise were found to have a financial interest in an actual or proposed transaction or arrangement, any action taken to determine whether an actual or potential conflict of interest was present, and the Board or
  2. committee's decision as to whether a conflict of interest in fact existed. - The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including the basis for the Board or committee's decision that the transaction was fair and reasonable to the Association, and a record of any votes taken therewith.

Section 5: Violations of Conflicts of Interest Policy.

If the Board of Directors learns that a director, officer, volunteer, member of a committee with Board-delegated powers, or employee has failed to disclose an actual or possible conflict of interest as required by Section 3, it shall inform the individual and afford an opportunity for the individual to explain the alleged failure to disclose. After hearing the individual's response, the Board shall take appropriate action if any action is needed.