Section 1: Interested Party.
Any director, officer, member of a committee with Board-delegated powers, or senior leadership employee is 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:
- A current ownership, investment, or fiduciary interest in any entity with which the Association has a transaction or arrangement;
- A compensation arrangement with the Association or with any entity or individual with which the Association has, or is negotiating, a transaction or arrangement; or
- A current interest 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.
Involvement with an AACRAO-related state or regional association, including holding an officer/leadership role, will not, in and of itself, constitute an interest that requires disclosure under this policy.
Section 3: Personal Relationships
AACRAO permits employment and service in leadership roles of qualified individuals who are related to employees as long as the relationships are disclosed and either the conflict can be mitigated or such employment or leadership role does not, in the opinion of the Association, create a real or potential conflict of interest. A conflict of interest exists when related individuals working in the same, or different, department have a direct line of authority/reporting relationship, and/or have the ability to impact the decision to:
- hire, or;
- identify or assign duties or responsibilities, or;
- retain, transfer, or promote, or;
- determine or influence compensation or any other terms, conditions, or benefits of employment.
The nature of relationships varies widely, so it is not possible to define precisely, and exhaustively, all situations in which a potential conflict of interest may arise. The following does not constitute an exhaustive listing, but indicates the most prevalent types of relationships that may be considered “related individuals” for the purposes of this policy.
- By blood or adoption: parent, child, sibling, grandparent, grandchild, first cousin, uncle, aunt, nephew, or niece;
- By a current or former marriage: spouse, brother or sister-in-law, father or mother-in-law, son or daughter-in-law, step-parent, or step-child;
- Domestic partners: a domestic partner shall be treated as a spouse for purposes of this policy;
- Romantic, sexual, or other consensual relationships that may give the appearance of favoritism.
As defined by this policy, employees who become related during the course of their employment will be treated in accordance with this policy. Employees are obligated to report a relationship as soon as possible, but no later than ninety (90) days from the date they become related.
Section 4: Procedures
Board members, members-elect, and any member of a body with Board-delegated powers must sign conflict-of-interest disclosure. This will occur by the first in-person meeting of the Board of Directors in each calendar year.
In the case of conflict, the interested person shall disclose his or her interest to the appropriate Association staff person or president of the Board. After disclosing the interest, the interested person shall not participate in the process of determining whether a conflict of interest exists. If the Board (or Board designated committee) finds that there is a conflict of interest, the individual shall not participate in the discussion or decision.
Before entering into the transaction or arrangement, the Board (or Board appointed committee) 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 5: Records of Proceedings.
The minutes of the Board, and all committees with Board-delegated powers, shall contain:
- the names of the persons who disclosed, or otherwise were found to have an interest in an actual or proposed transaction or arrangement,
- any action taken to determine whether a conflict of interest was present;
- the Board or committee’s decision as to whether a conflict of interest in fact existed; and
- 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’s or committee’s decision that the transaction was fair and reasonable to the Association) and a record of any votes taken therewith.
Section 6: 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 senior employee has failed to disclose a 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.