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8.3 Conflicts of Interest Policy

Policy:

The ABO, a Missouri 501 (c) (6) nonprofit organization, adopts this Conflicts of Interest Policy (“Policy”) to protect its interests when considering a transaction or arrangement that might involve the personal interest of a Director, officer, staff member, committee member, or other decision maker of the ABO.  This Policy is intended to supplement but not replace any applicable state laws governing conflicts of interest.  For purposes of this Policy, references to employees of ABO are intended to include those persons who are employed by other employers but are also leased or seconded to, or shared with, the ABO, but only to the extent such persons are engaged in any activities or affairs on behalf of the ABO.

Definitions:

  1. “Board” means the Board of Directors of the ABO, as defined or referred to in ABO’s articles of incorporation or bylaws.
  2. “Committees” means, refers to, and includes, any and all committees or task forces authorized by the ABO’s bylaws, or the Board. The term “Committee” in the singular form refers to any one committee or group in a general sense. A “Committee member” is a member, whether voting or ex officio, of any Committee.
  3. “Compensation” means and includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.
  4. “Director” means any member of the Board.
  5. “Interested Person” means any Director, officer, or Committee member who has a direct or indirect Personal Interest as defined below.
  6. “Personal Interest” means that a person has, directly or indirectly, through business, investment, family or other relationship:
    1. an ownership or investment interest in, or Compensation arrangement with, any entity with which the ABO has a transaction or arrangement.
    2. a Compensation arrangement with the ABO or with any entity or individual with which the ABO has a transaction or arrangement.
    3. an existing or potential ownership or investment interest in, or Compensation arrangement with, any entity or individual with which the ABO is negotiating a transaction or arrangement; or
    4. any other relationship that affects the independent and sound judgment of the person acting on behalf of the ABO.

Procedure:

  1. Duty to disclose
    1. In connection with any actual or possible conflicts of interest, an Interested Person must disclose the existence and nature of any Personal Interest to the Board, applicable Committee members, or other applicable persons who are considering the proposed transaction or arrangement.
    2. No Interested Person will be authorized to enter into any contract on behalf of the ABO or commit the ABO or its resources in any way regarding any transaction or arrangement in which the Interested Person’s Personal Interest is implicated, unless specifically authorized by the Board.
  2. Determining whether a conflict of interest exists
    1. After disclosure of the Personal Interest and all material facts, and after any discussion with the Interested Person, the Interested Person will leave the Board or Committee meeting while the Personal Interest is discussed and voted upon by the remaining Directors or Committee members, who will decide if a conflict of interest exists.
    2. If a consensus is not reached within a Committee, but the Committee determines that no conflict of interest exists, any dissenting Committee member may—but is not required to—bring the matter to the attention of the Board, which will review the Committee’s decision regarding the existence of a conflict of interest and may either ratify or override it.
  3. Procedures for addressing a conflict of interest
    1. An Interested Person may make a presentation at the Board or Committee meeting during which a transaction or arrangement involving a possible conflict of interest is being considered but, after the presentation, such Interested Person will leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
    2. The Board or Committee will, if appropriate, appoint a disinterested person, Committee, or task force to investigate alternatives to the pro­posed transaction or arrangement.
    3. After exercising due diligence, which may include conformance with paragraph 3(b) of this Article III, the Board or Committee will determine whether the ABO can reasonably obtain a more advantageous transaction or arrangement from a person or entity under circumstances that would not give rise to a conflict of interest.
    4. If a more advantageous transaction or arrangement is not reasonably obtainable under circumstances that would not give rise to a conflict of interest, the Board or Committee will determine by a majority vote of the disinterested Directors or Committee members: (1) whether the transaction or arrangement is in the ABO’s best interest and for the ABO’s own benefit; (2) whether the transaction is fair and reasonable to the ABO; and (3) whether to enter into the transaction or arrangement in conformity with such determination.
    5. A conflict of interest transaction is properly authorized, approved, or ratified if it receives the affirmative vote of a majority of the Directors on the Board or members of the applicable Committee, who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified by a single Director or single Committee member. If a majority of the Directors on the Board, or members of the applicable Committee, who have no direct or indirect interest in the transaction vote to authorize, approve or ratify the transaction, a quorum is present for the purpose of taking action under this Policy.  The presence of, or a vote cast by, a Director or Committee member with a material interest in the transaction does not affect the validity of any action taken if the transaction is otherwise approved as provided in this Policy.
    6. A conflict of interest transaction is not voidable on the basis of imposing liability on a non-compensated Director, officer, or Committee member if the transaction was not unfair to the ABO at the time it was entered into or is approved as provided in this Policy.
  4. Violations of this policy
    1. If the Board or Committee has reasonable cause to believe that a Director, officer, or Committee member has failed to disclose an actual or possible conflict of interest, it will inform that person of the basis for such belief and afford said person an opportunity to explain the alleged failure to disclose.
    2. After hearing the response of the Director, officer, or Committee member, the Board or Committee will further investigate as may be warranted under the circumstances. The Board or Committee will then determine whether the Director, officer, or Committee member has in fact failed to disclose an actual or possible conflict of interest.  If so, it will take appropriate corrective action.
    3. If a consensus is not reached within a Committee, but the Committee determines that the Committee member has not failed to disclose an actual or possible conflict of interest, any dissenting Committee member may — but is not required to — bring the matter to the attention of the Board, which will review the Committee’s decision and may either ratify or override it.
  5. Perceived conflicts
    1. The ABO wishes to set high standards of integrity and openness. As such, it strives to have its publicly perceived image reflect the true nature of the ABO.  To avoid having that image tarnished in any way, the ABO shall be wary of perceived conflicts of interest.
    2. The ABO and its Directors, officers, and Committee members will take steps to eliminate or, at the very least, minimize any perceived conflicts of interest.
    3. Perceived conflicts of interest will be raised with the Board, which will determine if an actual or perceived conflict exists.
    4. If a perceived conflict exists, the Board will take the necessary and appropriate steps to eliminate or minimize the perceived conflict.
  6. Records of proceedings
    1. The Board and all Committees will keep and maintain minutes of each of their meetings relating to an actual or possible conflict of interest.
    2. The minutes of the Board and all Committees relating to an actual or possible conflict of interest will be kept in a central location and contain, among other things:
      1. the names of the person(s) who disclosed or otherwise were found to have a Personal Interest in connection with an actual or possible conflict of interest;
      2. the nature of the Personal Interest;
      3. any action taken to determine whether a conflict of interest was present;
      4. the Board’s or Committee’s decision as to whether a conflict of interest in fact existed;
      5. the names of the persons who were present for discussions and votes relating to the transaction or arrangement;
      6. the content of the discussion, including any alternatives to the proposed transaction or arrangement; and
      7. a record of any votes taken in connection with the proposed transaction or arrangement.
  7. Compensation – A person who (1) is a voting member of the Board or any Committee whose jurisdiction includes compensation matters, and (2) receives compensation, directly or indirectly, from the ABO for services is precluded from voting on matters pertaining to that person’s compensation.
  8. Annual statements – All Directors, officers, and members of any Committee with governing board-delegated powers will annually sign a statement which affirms that such person:
    1. has received a copy of this Policy
    2. has read and understands this Policy
    3. has agreed to comply with this Policy
    4. understands that the ABO is a nonprofit organization and that, in order to maintain applicable federal tax, property tax, and other tax exemptions, it must engage primarily and sometimes exclusively in activities which accomplish one or more of its tax-exempt purposes
    5. has disclosed any potential conflicts of interest.
  9. Periodic reviews – To ensure that the ABO operates in a manner consistent with its purposes, and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax and other applicable taxes, periodic reviews will be conducted at the direction of the Board. In conducting such periodic reviews, the ABO may, but need not, use and rely on outside experts or advisors. If outside experts or advisors are used, their use will not relieve the Board or Committees of their responsibility for ensuring that periodic reviews are conducted.
  10. Amendment – the ABO reserves the right, in its sole discretion, to amend or restate this Policy at any time and from time to time.