I. STATEMENT OF PURPOSE & PHILOSOPHY: The purpose of this Conflict of Interest Policy (hereinafter referred to as the Policy) is to ensure decisions made by the National Auto Auction Associations (hereinafter referred to as the Association) Board of Directors (hereinafter referred to as the Board) and Committees are not influenced by the possibility of any personal benefit accruing to persons subject to this Policy. In addition, the Policy seeks to avoid the mere appearance of bias, prejudice, or conflict of interest of any Board or Committee member. The philosophy of the Policy is to ensure that all members and the Associations Board and Committees avoid situations which could involve a conflict of interest between their personal or business activities or interests and the interests of the Association.
II. STATEMENT OF SCOPE: The Policy applies to the Associations Board Members, Committee Members, and any Association Member or representative thereof having the right to vote on matters affecting the Association (hereinafter collectively referred to as Members).
III. DEFINITIONS
Bias or prejudice: Any predisposition, inclination or other condition of the mind which does not leave the mind perfectly open to conviction or which could otherwise sway judgement and/or render a person unable to exercise his or her judgment impartially in a particular case.
Conflict of Interest: Any situation in which the interests or goals of an individual diverge or are opposed in any way from the interests or goals of the Association.
IV. STATEMENT OF POLICY
A. DISCLOSURE OF BIAS OR PREJUDICE. The following disclosure requirements shall apply to all Members.
1. DISCLOSURE BY THE BIASED OR PREJUDICED MEMBER. Upon the commencement of a particular matter of business, or as soon thereafter as is practicable, a Member shall disclose any bias or prejudice the Member may possess with respect to the particular matter coming before the Board or Committee, or if circumstances exist such that the Members impartiality with regard to the matter may be affected by considerations other than the merits of the particular matter. Upon the disclosure of such bias or prejudice, the Member shall recuse him or herself from discussion, debate, or any other official action of the Board or Committee with respect to the matter in which the Member may possess a bias or prejudice. The Board or Committee may allow such limited participation as is necessary for the full evaluation of the matter.
2. DISCLOSURE BY OTHER MEMBERS. Upon the commencement of a particular matter of business, or as soon thereafter as is practicable, any Member who knows of or suspects the bias or prejudice of any other Member of that Board or Committee with respect that particular matter business shall disclose that bias or prejudice to the other Members of that Board or Committee.Upon the disclosure of such bias or prejudice, the Member identified as biased or prejudiced (hereinafter referred to as the Identified Member) shall be provided the opportunity to voluntarily recuse him or herself or, in the alternative, to demonstrate to the Board or Committee a lack of bias or prejudice with respect to the matter involved. Should the identified Member choose to attempt to demonstrate an absence of bias or prejudice, the Board or Committee (exclusive of the identified Member) shall decide whether or not the identified Member may continue to participate in the matter before the Board or Committee.
B. DISCLOSURE OF ACTUAL OR POTENTIAL CONFLICT OF INTEREST. The following rules shall apply to all Members regarding disclosure of actual or potential conflicts of interest.
1. DISCLOSURE BY THE CONFLICTED MEMBER. Upon the commencement of a particular matter of business, or as soon thereafter as is practicable, a Member shall disclose to that Board or Committee if the Member is conscious of circumstances creating an actual or potential conflict of interest on his or her part with respect to the matter coming before the Board or Committee. Those circumstances include but are not limited to, situations in which a board or committee member has a direct or indirect financial interest attached to the disposition of any matter coming before the Board or Committee, or where a Member may be harmed by the admittance of a new auction to the Association. Upon disclosure of such conflict of interest, the Member shall recuse him or herself from discussion, debate or any other official action of the board or committee pertaining to the matter in which there exists a conflict of interest. The Board or Committee may allow such limited participation as is necessary for the full evaluation of the matter.
2. DISCLOSURE BY OTHER BOARD OR COMMITTEE MEMBERS. Upon the commencement of a particular matter of business, or as soon thereafter as is practicable, any Member who knows or is conscious of circumstances creating an actual or potential conflict of interest attributable to any Member of that Board or Committee with respect to the matter coming before that Board or Committee shall disclose the actual or potential conflict of interest of that Member and state the basis for his identification of that member as conflicted. Upon disclosure of the actual or potential conflict of interest, the identified Member shall be provided the opportunity to voluntarily recuse him or herself or, in the alternative, to demonstrate to the Board or Committee the lack of an actual or potential conflict of interest with respect to the matter involved. Should the identified Member choose to attempt to demonstrate an absence of an actual or potential conflict of interest, the Board or Committee (exclusive of the identified member) shall decide whether or not the identified Member may continue to participate in the matter.
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