The purpose of this Policy is to protect the interest of the Asphalt Recycling and Reclaiming Association (“ARRA”) when it is contemplated that ARRA may enter into a transaction and/or arrangement that might benefit the private interest of an ARRA Member of the Board Of Directors, Officer, or Committee Chair (hereinafter “ARRA Director or Directors”).
B) Basic Principles:
ARRA Directors have a duty of loyalty and fiduciary responsibility to ARRA. The duty of loyalty means that in matters related to their Board, Officer or Committee activities, they will act in the best interest of ARRA. The duty of fiduciary responsibility means that the ARRA Directors will avoid voting on or advising on matters in which they have a direct or indirect financial interest, or in which the potential for a conflict of interest otherwise exists.
Conflict of interest. A conflict of interest may be in either appearance or fact or both. A potential conflict of interest exists when one is in a position to use their status to influence decisions for their personal advantage or for the advantage of family members or their controlled entities.
Direct financial interest. A direct financial interest is the receipt of consideration of any amount.
Indirect financial interest. An indirect financial interest exists if a party transacting business with ARRA is an ARRA Director (as set forth above) or a member of his or her immediate family, or an entity in which an ARRA Director or immediate family member has a 5% or more interest.
Immediate family. Immediate family includes a dependent of an ARRA Director and the person’s spouse, children, parents, siblings, mothers and fathers-in-law, sons and daughters-in-law and brothers and sisters-in-law.
In connection with any actual or potential conflict of interest, an interested person must disclose the existence of his or her financial interest conflict and all material facts to the ARRA Board of Directors. After disclosure of the financial interest and all materials facts, and after any discussion with the interested person, he or she shall leave the ARRA Board Meeting. The disinterested ARRA Board members then shall decide if a conflict of interest exists.
E) Violations of Conflict of Interest Policy:
If the ARRA Board has reason to believe that a ARRA Director has failed to disclose a potential conflict of interest, it shall inform the person of the basis for such belief and afford that person an opportunity to explain the alleged failure to disclose. If, after hearing the response of the person, the ARRA Board determines that the person has failed to disclose a conflict of interest, it shall take appropriate action, including but not limited to removal of that person from their position and/or repayment of any gains occasioned by the conflict. In making such determination, the ARRA Board shall provide the affected person with reasonable due process.
Approved October 13, 2008