Part 3 – Association and Headquarters
SECTION: General Administration
POL 3-004 Pr
Conflict of interest
Effective date: July 16, 2010
Approval date: July 16, 2010
Last revised: July 16, 2010
Cancelled date:
Reference: POL3-005
Cross reference:
PROCEDURES
1. Each Member shall annually sign a Conflict of Interest Pledge (Exhibit A) which affirms the Member:
(a) Has received a copy of the Conflicts of Interest policy,
(b) Has read and understands the policy,
(c) Has agreed to comply with the policy.
2. ARMA International or its Board of Directors may require non-Board Task Force members to annually sign the Conflict of Interest Pledge.
3. The signed statements will be retained by ARMA headquarters for seven years from the signature date.
4. Duty to Disclose - A Member must disclose the existence of any Personal or Financial Interest that gives rise to a potential or actual Conflict of Interest.
5. Board Evaluation – The Board will evaluate the Personal or Financial Interest to determine if an actual Conflict of Interest exists. The Board may delegate the evaluation to a Committee or to a Task Force appointed by the Board or Committee.
(a) The Member will be given the opportunity to disclose all material facts to the Committee or Task Force evaluating the potential or actual Conflict of Interest.
(b) The Member may not be present during any subsequent discussion o f the potential or actual Conflict of Interest.
(c) The Committee or Task Force evaluating the potential or actual Conflict of Interest will deliver to the Board a written report of its findings. If the Committee or Task Force believes an actual Conflict of Interest exists, the report will include a motion to either consent to the Conflict, to modify the underlying transaction or arrangement that gives rise to the Conflict, or to require the Member to abandon the underlying transaction or arrangement.
6. Board Decision - The Board of Directors, except for the affected Member, will meet to discuss the recommendations of the evaluating Committee or Task Force. The Board will vote whether to adopt the motion of the evaluating Committee or Task Force. The affected Member may not participate in this vote. The results of the Board’s vote will be communicated to the affected Member in writing. If the Board instructs the Member to abandon the underlying transaction or arrangement, the Member may choose to relinquish the Board position instead.
7. Future Discussions - If the Board voted to consent to the Conflict, or to modify the underlying arrangement or transaction to mitigate the Conflict, the Member may participate in future discussions regarding the underlying transaction or arrangement. However, the Member will recuse himself from any future votes regarding the underlying transaction or arrangement.
8. Violations of the Conflicts of Interest Policy.
(a) If the Board has reasonable cause to believe a member has failed to disclose actual or potential Conflicts of Interest, it shall inform the Member of the basis for such belief and afford the Member an opportunity to explain the alleged failure to disclose.
(b) If, after hearing the Member's response and after making further investigation as warranted by the circumstances, the Board or Task Force determines the Member has failed to disclose an actual or potential Conflict of Interest, it shall take appropriate disciplinary and corrective action as defined in POL 3-005 which could include, but is not limited to, termination of appointment. Disciplinary and corrective action will be determined on a case by case basis.
9. Records of Proceedings - The minutes of the Board and all committees shall contain:
(a) The name of the Member who disclosed or otherwise was found to have a Personal or Financial Interest in connection with an actual or potential Conflict of Interest, the nature of the Personal or Financial Interest, any action taken to determine whether a Conflict of Interest was present, and the Board’s or committee's decision as to whether a Conflict of Interest in fact existed.
(b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Questions about previous Policies & Procedures? Contact Connie Hardy, Corporate Secretary.