TXACP Conflict of Interest Policy

Adopted by the Board of Directors February 19, 2005

Officers, Directors, members of any entity of the Texas Chapter of the ACP and staff (Members) shall exercise the utmost good faith in all transactions related to their duties to the Chapter and its property. In their dealings with and on behalf of the Chapter they are held to a strict rule of honesty and fair dealing between themselves and the Chapter.

If a situation arises that presents a potential conflict of interest, the Member shall make known the potential conflict and if a conflict of interest exists, the Member shall withdraw from the meeting/project/activity so as not to participate in any discussion or vote regarding the matter. At the discretion of the TXACP leadership, the withdrawn Member may provide information in the same manner as any member so requested by the board or staff.

EXPLANATION OF CONFLICTS OF INTEREST

Definitions (The following is intended to be illustrative rather than exhaustive):

A. Interests --the following are examples of financial and business interests :

  1. Sales to or purchases from the Chapter by a Member, either individually or through a company or other entity in which that person has a substantial interest;
     
  2. Loans to or from the Chapter by a Member directly or through a substantially owned entity;
     
  3. Other interests in a related business or profession which might conflict with the policies of the Chapter;

B. Direct or Indirect --The meaning of direct interest is clear enough, but “indirect” has a wide range of meanings. Examples of indirect interests are:

  1. Where a Member owns a substantial share of a company but has put the ownership interest in that person’s spouse's or another's name;
     
  2. Where the spouse or another relative owns a company which sells goods or services to the Chapter.

C. Substantial --Where the outside interests consist of ownership (direct or indirect) of an entity doing business with the Chapter, a substantial conflict means 5% or greater ownership of the other business.

ACTIVITIES THAT MIGHT CAUSE CONFLICT OF INTEREST

Conflict of interest may be considered to exist in those instances where the actions or activities of an individual on behalf of the Chapter also involve (a) the obtaining of an improper personal gain or advantage; (b) an adverse effect on the Chapter's interests; or (c) the obtaining by a third party of an improper gain or advantage. Conflicts of interest can arise in other instances. While it is impossible to list every circumstance giving rise to a possible conflict of interest, the following will serve as a guide to the types of activities which might cause conflicts and which should be fully reported to the Chapter.

A. Gifts, Gratuities and Entertainment

Direct or indirect acceptance by an individual (including members of that person’s family) of gifts, excessive or unusual entertainment, or other favors from any outside concern which does or is seeking to do business with the Chapter. This does not include the acceptance of items of nominal value which are of such a nature as to indicate that they are merely tokens of respect or friendship and not related to any particular transaction or activity.

B. Investments--Financial Interests

  1. Holding by an individual, directly or indirectly, of a substantial financial interest in any outside concern from which the Chapter secures goods or services (including the service of buying or selling stocks, bonds, or other securities).
     
  2. Competition with the Chapter by an individual, directly or indirectly, in the purchase or sale of property or property rights or interest.
     
  3. Representation of the Chapter by an individual in any transaction in which the individual or a member of his family has a substantial financial interest.

C. Inside Information

Disclosure or use of confidential information for the personal profit or advantage of the Member or anyone else.

RECUSAL DUE TO CONFLICT OF INTEREST

A. Members of TXACP Entities and TXACP staff shall not participate in any discussion or vote concerning a transaction in which they have a conflict of interest.

B. In cases deemed appropriated by the President, a vote by the Board of Directors in which at least 60 percent of its membership concurs, may permit a conflicted individual to participate in discussions on a transaction.

C. All votes by all TXACP Entities (including the Executive Committee) permitting a conflicted individual from participating in discussions concerning the transaction shall be reported immediately to the Board of Directors. The Board of Directors shall have the authority to overturn any decision made in connection to the conflict of interest.

D. In the case of staff, the executive director shall take all appropriate action to exclude the individual from the decision making process and from activities in support of the transaction.

E. Members of TXACP Entities and staff should voluntarily recuse themselves from activities in which they have a conflict of interest. However, any other member of the TXACP Entity may seek a vote of the full TXACP Entity to determine whether a conflict of interest exists.

  1. If a majority of the TXACP Entity determines a conflict exists for an individual Entity Member, then that individual will not be permitted to participate in the discussion and vote concerning the transaction unless permitted to participate under Recusal item A. 1, above.
     
  2. The Entity Member may participate and vote in the debate determining whether a conflict of interest exists.
     
  3. TAIM Entities shall report all incidences of conflicts of interest to the Board of Directors including a description of how the conflict was handled.

DOCUMENTATION AND TRANSACTIONS

The minutes of a TXACP Entity shall reflect all information relative to a conflict of interest. The minutes of the Board of Directors shall specifically reference receipt of any information from staff or TXACP Entities concerning conflicts of interest.

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