ARMA InternationalARMA International Governance Current Policies and Procedures

Part 3 – Association and Headquarters

 

SECTION: General Administration

 

POL 3-004

Conflict of interest

 

Effective date: July 16, 2010

Approval date: July 16, 2010

Last revised: July 16, 2010

Cancelled date: 

Reference: 

Cross reference: POL 3-005

 

POLICY

 

A Member of the Board of Directors of ARMA International (“Member”) may not enter into a transaction or arrangement that creates an actual or potential Conflict of Interest without the express and written consent of the Board of Directors.  This policy ensures that Members conduct themselves loyally, impartially and for the benefit of the Association, without the influence of Personal or Financial Interests.

 

GUIDING PRINCIPLES

 

  1. For purposes of this policy, the following definitions apply:

(a)    Conflict of Interest – A Member has an actual or potential Conflict of Interest if the Member has a Personal or Financial Interest that prevents him from acting loyally, impartially and for the benefit of the Association. 

(b)    Personal or Financial Interest - A Member has a Personal or Financial Interest if the Member has, directly or indirectly, through business, investment, or family, entered into a transaction or arrangement that creates:

                                                    i.     An ownership or investment interest in any entity with which ARMA International has a transaction or arrangement;

                                                   ii.     A compensation arrangement with ARMA International or with any entity or individual with which ARMA International has a transaction or arrangement or with which ARMA is negotiating a transaction or arrangement.

                                                  iii.     A personal relationship, such as spouse or relative, who is associated with any entity or individual with which ARMA International has a transaction or arrangement or with which ARMA is negotiating a transaction or arrangement.

                                                  iv.     A compensation arrangement with organizations whose products or services may be viewed as competitive with the products or services of ARMA International.  “Compensation“ includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. Indirect remuneration may include meals, transportation, lodging and/or complimentary or reduced registration to an event.

                                                   v.     A relationship with a competing organization, such as service on the board of directors of the competing organization.

 

A Financial Interest is not necessarily a Conflict of Interest.  A Member who has a Financial Interest may have a Conflict of Interest only if the Board of Directors decides that a Conflict of Interest exists.

  1. In connection with any actual or potential Conflict of Interest, a Member must disclose the existence of the Personal or Financial interest and be given the opportunity to disclose all material facts to the Board or its designees considering the actual or potential Conflict of Interest.

3.      Consent – Based on evaluation, the Board will render its decision in writing to the affected Member.  The Board may choose to:

(a)    Consent to (or waive) the conflict.

(b)    Modify the transaction or arrangement in a way that mitigates the conflict.

(c)    Require the Member to abandon the transaction or arrangement that creates the conflict.

  1. If the Board has consented to or modified  the transaction or arrangement that gives rise to the Conflict of Interest, the Member who has the Conflict of Interest may participate in discussions regarding the underlying transaction or arrangement that gives rise to the actual or potential conflict, but must recuse himself from any vote regarding the underlying transaction or arrangement. 

5.      Each Member shall annually sign the Conflicts of Interest Pledge (Exhibit A).

6.      A Member who does not comply with this policy is subject to disciplinary action by the Board of Directors as defined in POL 3-005.  In addition, ARMA International reserves the right to seek injunctive and/or other relief in a court of competent jurisdictions to address any violations or threatened violations of this policy.


Questions about previous Policies & Procedures? Contact Connie Hardy, Corporate Secretary.