GSAE: Volunteer Conflict of Interest Form

Introduction

The purpose of the conflict of interest policy is to protect the Georgia Society of Association Executives, Inc. (“Society”) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Society or might result in a possible excess benefit transaction.

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* 1. Article II
1. Interested Person

Any director, officer, or member of a committee with board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the Society has a transaction or arrangement,
b. A compensation arrangement with the Society or with any entity or individual with which the Society has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Society is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

I acknowledge I have read Article II

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* 2. Article III -- Procedures

1. Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest

a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether the Society can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Society’s best interest, for its own benefit, and whether it is fair and reasonable, then make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy

a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible 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 governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

I acknowledge I have read Article III.

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* 3. Article IV -- Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:

a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing 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, whether or not any alternatives to the proposed transaction or arrangement were considered, and a record of any votes taken in connection with the proceedings.

I acknowledge I have read Article IV.

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* 4. Article V -- Compensation

a. A voting member of the governing board who receives compensation, directly or indirectly, from the Society for services is precluded from voting on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Society for services is precluded from voting on matters pertaining to that member’s compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Society, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

I acknowledge I have read Article V.

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* 5. Article VI -- Annual Statements

Each director, officer and member of a committee with board-delegated powers shall annually sign a statement which affirms that they:
a. Have received a copy of the conflicts of interest policy,
b. Have read and understands the policy, and
c. Have agreed to comply with the policy.

Electronic Signature Below.

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* 6. Disclosure Regarding Conflicts of Interest
I have received a copy of the GSAE Conflict of Interest Policy. I have read and understand the policy and agree to comply with it. On this form, I am disclosing other positions and responsibilities that may cause conflicting interests to arise. I will recuse myself from deliberations and voting on transactions or arrangements that give rise to a conflict of interest.

1. Professional, business or volunteer positions or responsibilities that might give rise to conflicts:

2. Situations in which I am serving as a vendor, or am employed by or consulting with a vendor, to the Society, Foundation or its members:

3. I know of no professional, business or volunteer position or responsibility, including vendor situations, that might give rise to conflicts. (Electronic signature below.)

4. In addition to filing a disclosure form annually, I will disclose to the GSAE Chair any possible conflict of interest whenever it may arise. (Type "I agree" below.