3. Procedures for Addressing Conflict of Interest
a. An interested person may make a presentation to the Officers of the Executive
Committee. After the presentation he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the potential conflict of interest.
b. The President shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the Executive Committee shall determine whether the Organization 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 Executive Committee shall determine by a majority vote of disinterested Officers whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflict of Interest Policy
a. If the Executive 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 its belief and afford such member the 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 Executive Committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
ARTICLE IV Records of Proceedings
The minutes of the Executive Committee meetings 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 Executive Committee's decision regarding whether a conflict of interest in fact existed.
b. The names of the persons who were present for the discussions and votes relating to the transaction or arrangement, the content of the discussion, including alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
ARTICLE V Compensation
As volunteers, the members of the Organization, including the members of the Executive Committee, will not receive any compensation or other remuneration from the Organization or for any services rendered to the Organization. Accordingly, there will be no conflicts of interest involving compensation.
ARTICLE VI Annual Statements
Each member of the Executive Committee and any other Organization member on a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a. has received a copy of the conflict of interest policy. 2