Annual Board Member Agreements

Purpose
AIA Virginia, A Society of The American Institute of Architects is open and accountable to its members and employees. The AIA Virginia Board of Directors expects all AIA Virginia volunteers and employees to obey the law and act ethically. It also expects employees to report honestly to their supervisors. It requires that volunteers and employees contact senior management, or AIA Virginia officers, as appropriate, about any activity that they think might violate law, policy, or ethical standards.

This policy is intended to cover serious concerns that could affect AIA Virginia. These include actions that:
- could lead to inaccurate financial reporting;
- are unlawful, such as fraud, theft, embezzlement, or other illegal activities;
- are inconsistent with policies or procedures;
- otherwise amount to serious misconduct, such as unethical business conduct, other inappropriate conduct, or concerns about employee health risks that are caused by or are otherwise under the control of AIA Virginia management. (Such health concerns might arise, for example, if AIA Virginia management were to permit asbestos-containing insulation to be removed without properly protecting employees);
- result in the destruction of documents in a manner inconsistent with the organizations’ records retention policy; or
- result in the inappropriate or illegal use of AIA Virginia property (e.g., using the organization’s property for personal gain). The policy is intended to encourage and enable you and others to raise serious concerns within AIA Virginia before seeking action from outside sources.

Protecting Your Confidentiality
Every effort will be made to protect your confidentiality, and AIA Virginia will not tolerate harassment or retaliation of any sort against anybody submitting a report under this policy. While anonymous reports will be accepted, you are encouraged to identify yourself in order to strengthen the credibility of your report and to help the follow-up investigation. Malicious or knowingly false reports, however, may result in disciplinary action, up to and including termination of your employment or service as a volunteer.


Reporting a Violation
You should follow these guidelines when reporting a violation under this policy:
Where possible, if you are an employee, you should report the violation initially to your direct supervisor. In most cases, your supervisor should be in the best position to address an area of concern.
If you are a volunteer, or if you are an employee who is not comfortable speaking with your supervisor about a violation, you are encouraged to speak with the Executive Vice President/CEO.
This policy requires every supervisor or other manager to report suspected violations to the Executive Vice President/CEO. The supervisor should not have anything else to do with the matter unless directed by the Executive Vice President/CEO.
Except under extraordinary circumstances, the President and the Executive Vice President/CEO will be informed when a report is received. Other persons may also be notified on a need-to-know basis.
Reporting Violations Concerning Fraud or Financial Matters
If the violation you are reporting has to do with fraud or financial misconduct, you may follow the procedures shown above. In the alternative, you may contact AIA Virginia’s Treasurer.
Investigation and Report
The following guidelines apply to investigations:
The Executive Vice President/CEO has specific and exclusive responsibility to investigate all reported violations. If the Executive Vice President/CEO finds it appropriate to recuse him/herself, he/she will retain impartial outside counsel or auditors to conduct the investigation.
To the extent possible, your report will be acknowledged within 5 business days. You will also be informed about next steps and about when you may expect to hear more about the investigation of your reported allegations.
The Executive Vice President/CEO will conduct a prompt investigation, while doing everything possible to keep your identity and role confidential. (You should be aware, however, that legal requirements or other circumstances may make it impossible to fully protect confidentiality in some cases.) You will be notified within 2 weeks if a broader investigation appears to be needed.
You are not expected to prove the truth of your allegations. You should, however, be prepared to be interviewed (unless your report is anonymous) and to submit whatever evidence is available to support the allegations.


The Executive Vice President/CEO will submit a written report, which will include a summary of the allegations and his or her recommendations, to members of the AIA Virginia executive management who have a reasonable need to review the report, to the Executive Committee, and/or to the Board of Directors, as appropriate. You will be informed about the results of the report.

Where appropriate, corrective action will be taken. The action taken will depend on how serious the pertinent violation is and may include such things as a warning, a letter of reprimand, suspension with or without pay, or termination of employment. In the case of a volunteer, corrective action may include such things as limitations on the volunteer’s opportunity to serve on AIA Virginia committees, or the initiation of a complaint with the National Ethics Council, as appropriate.
Contacts of AIA Officers
If the process described above is not followed after you have submitted a report, you may contact the President of AIA Virginia. If you are not comfortable contacting the President, you may contact the President-Elect.
For More Information
If you have any questions, please contact the Executive Vice President/CEO at pbattaglia@aiava.org or (757) 355-1103.

AIA and its members are committed to the highest ethical standards and full compliance with all laws and regulations, including federal and state antitrust laws.

By complying with both the letter and spirit of antitrust laws, we protect the integrity of our professions and the reputation of the AIA.

Responsibility for antitrust compliance
The AIA’s General Counsel provides guidance on antitrust matters, but members are responsible for ensuring that their actions, and the actions of others under their direction, comply with all antitrust laws.

Antitrust violations may result in substantial fines for corporations and in fines or imprisonment for individuals.
Antitrust guidelines
In all AIA operations and activities, members must avoid discussions or conduct that might violate antitrust laws or even raise an appearance of impropriety.
Here are some guidelines to maintaining compliance with antitrust laws.
Take these actions
1. Consult legal counsel about any documents or activities that touch on sensitive antitrust subjects including pricing, market allocations, refusals to deal with any business and similar subjects.
2. Consult with legal counsel on any non-routine correspondence that asks you to participate in projects or programs that may be anti-competitive, submit data for such activities or join other members in such activities.
3. Make an agenda, stick to it, and take accurate minutes at every meeting. Where needed, have legal counsel review the agenda and minutes before they are finalized and circulated.

Avoid these actions
1. Do not have discussions with other members or competitors about any of the following subjects unless you have first received approval from legal counsel:
 your prices for products or services
 prices charged by your competitors
 costs, discounts, terms of sale, profit margins or anything else that might affect your prices
or your competitors’ prices
 allocating markets, customers, territories or products with your competitors
 limiting production
 whether or not to deal with any other business
 any competitively sensitive information concerning your business or a competitor’s business, including price discrimination, reciprocal dealing and exclusive dealing agreements.
2. Do not stay at a meeting, or any other gathering, if any of the above discussions are taking place.
3. Do not create any documents or records, including emails, that may be misinterpreted to suggest that AIA condones or is involved in anti-competitive behavior.

MISSION STATEMENT: AIA Virginia is the voice of the architecture profession in the Commonwealth, dedicated to serving its members, advancing their value, and improving the quality of the built environment.

VISION STATEMENT: Through a culture of innovation, AIA Virginia empowers its members and inspires the creation of a better built environment.

As an elected member of the Board of Directors of AIA Virginia, I state my commitment and dedication to the mission, to the membership, and to my colleagues on the Board and the staff of the AIA Virginia in carrying out this mission. I understand that my duties and responsibilities include the following:

1. I understand my accountability to the AIA Virginia membership and will exercise leadership in making sound judgments in the best interest of the AIA Virginia. I will actively participate in and seek to involve my colleagues in AIA Virginia events and committees.
2. I have read and understand the purposes and principles stated in the AIA Virginia Bylaws and the Rules of the Board of Directors. I see myself as a collaborator in ongoing organizational design, engaging others within and beyond the AIA Virginia, including professional and business colleagues engaged in designing and building our communities.
3. I will actively promote membership, both by recruitment and emphasis on retention in AIA Virginia, and will encourage my colleagues to become active. I will continually make myself familiar with current activities of AIA Virginia and will encourage and support the staff.
4. I will attend and participate in AIA Virginia Board meetings, and respond to Board communications. If I fail to attend two meetings without prior notification to the President or Secretary, I will offer my resignation. I have read and accepted the “Responsibilities of AIA Virginia Board of Directors” for further definition of AIA Virginia’s expectations of a Board member.
5. With all other Board members, I share in the fiscal oversight responsibility for AIA Virginia, as defined in the AIA Virginia Bylaws. I will maintain a familiarity with AIA Virginia budget and take an active part in reviewing, approving, monitoring, and supporting the budget.
6. I understand that the Board shall speak with a unified voice on behalf of the organization, and will seek to understand and share the membership’s common concerns. I understand that others may construe my comments to represent the policies and members of AIA Virginia,
and accordingly, I will inform myself and speak with care.

This conflict of interest policy is designed to help directors, officers, and employees of AIA Virginia identify situations that present potential conflicts of interest and to provide AIA Virginia with a procedure that, if observed, will allow a transaction to be treated as valid and binding even though a director, officer, or employee has or may have a conflict of interest with respect to the transaction. In the event there is an inconsistency between the requirements and procedures prescribed herein and those in federal or state law, the law shall control. All capitalized terms are defined in Part 2 of this policy.

1. Conflict of Interest Defined. For purposes of this policy, the following circumstances shall be deemed to create Conflicts of Interest:

A. Outside Interests.

(i) A Contract or Transaction between AIA Virginia and a Responsible Person or Family Member.

(ii) A Contract or Transaction between AIA Virginia and an entity in which a Responsible Person or Family Member has a Material Financial Interest or of which such person is a director, officer, agent, partner, associate, director, personal representative, receiver, guardian, custodian, conservator, or other legal representative.

B. Outside Activities.

(i) A Responsible Person competing with AIA Virginia in the rendering of services or in any other Contract or Transaction with a third party.

(ii) A Responsible Person's having a Material Financial Interest in, or serving as a director, officer, employee, agent, partner, associate, director, personal representative, receiver, guardian, custodian, conservator, or other legal representative of, or consultant to, an entity or individual that competes with AIA Virginia in the provision of services or in any other Contract or Transaction with a third party.

C. Gifts. Gratuities and Entertainment. A Responsible Person accepting gifts, entertainment, or other favor from any individual or entity that:


(i) does or is seeking to do business with, or is a competitor of AIA Virginia; or

(ii) has received, is receiving, or is seeking to receive a loan or grant, or to secure other financial commitments from AIA Virginia;

(iii) is a charitable organization;

under circumstances where it might be inferred that such action was intended to influence or possibly would influence the Responsible Person in the performance of his or her duties. This does not preclude the acceptance of items of nominal or insignificant value or entertainment of nominal or insignificant value ($500 in any 12 month period) that are not related to any particular transaction or activity of AIA Virginia.


2. Definitions.

A. A Conflict of Interest is any circumstance described in Part I of this Policy.

B. A Responsible Person is any person serving as an officer, employee, or member of the board of directors of AIA Virginia

C. A Family Member is a spouse, domestic partner, parent, child, or spouse of a child, brother, sister, or spouse of a brother or sister, of a Responsible Person.

D. A Material Financial Interest in an entity is a financial interest of any kind in excess of $2,000 that, in view of all the circumstances, is substantial enough that it would, or reasonably could, affect a Responsible Person's or Family Member's judgment with respect to transactions to which the entity is a party. This includes all forms of compensation.

E. A Contract or Transaction is any agreement or relationship involving the sale or purchase of goods, services, or rights of any kind, the providing or receipt of a loan or grant, the establishment of any other type of pecuniary relationship, or review of a charitable organization by AIA Virginia. The making of a gift to AIA Virginia is not a Contract or Transaction.


3. Procedures.

A. Before board or committee action on a Contract or Transaction involving a Conflict of Interest, a director or committee member having a Conflict of Interest and who is in attendance at the meeting shall disclose all facts material to the Conflict of Interest. Such disclosure shall be reflected in the minutes of the meeting.

B. A director or committee member who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a Conflict of Interest shall disclose to the chair of the meeting all facts material to the Conflict of Interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting.

C. A person who has a Conflict of Interest shall not participate in or be permitted to hear the board’s or committee's discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting.

D. A person who has a Conflict of Interest with respect to a Contract or Transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote. The person having a conflict of interest may not vote on the Contract or Transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person's ineligibility to vote shall be reflected in the minutes of the meeting. For purposes of this paragraph, a member of the board directors of AIA Virginia has a Conflict of Interest when he or she stands for election as an officer or for re-election as a member of the board of directors.

E. Responsible Persons who are not members of the board of directors of AIA Virginia, or who have a Conflict of Interest with respect to a Contract or Transaction that is not the subject of board or committee action, shall disclose to the Chair or the Chair's designee any Conflict of Interest that such Responsible Person has with respect to a Contract or Transaction. Such disclosure shall be made as soon as the Conflict of Interest is known to the Responsible Person. The Responsible Person shall refrain from any action that may affect AIA Virginia’s participation in such Contract or Transaction.

If the Responsible Party is the President of AIA Virginia, the Responsible Person shall, prior to taking action, report the Conflict to the Chair, or in his/her absence, the President-Elect, who will approve or disapprove action under this policy, or may refer the Conflict to the Board or the Executive Committee between meetings of the Board. If referred to the Executive Committee or Board, it shall proceed using the procedures set out in subsections A-D above. All actions by the Chair, Vice-Chair, or the Executive Committee pursuant to this paragraph shall be reported to the next meeting of the Board and made a part of the minutes of the meeting.

In the event it is not entirely clear that a Conflict of Interest exists, the individual with the potential conflict shall disclose the circumstances to the Chair or the Vice Chair who shall determine whether there exists a Conflict of Interest that is subject to policy

4. Confidentiality.

Each Responsible Person shall exercise care not to disclose confidential information acquired in connection with such status or information the disclosure of which might be adverse to AIA Virginia. Furthermore, a Responsible Person shall not disclose or use information relating to the business of AIA Virginia for the personal profit or advantage of the Responsible Person or a Family Member.

5. Review of Policy.

A. Each new Responsible Person shall be required to review a copy of this Policy and to acknowledge in writing that he or she has done so.

B. Each Responsible Person shall annually complete a disclosure form identifying any relationships, positions, or circumstances in which the Responsible Person is involved that he or she believes could contribute to a Conflict of Interest arising. Such relationships, positions, or circumstances might include service as a director of or consultant to a not-for-profit organization, or ownership of a business that might provide goods or services to AIA Virginia. Any such information regarding business interests of a Responsible Person or a Family Member shall be treated as confidential and shall generally be made available only to the Chair, the President, and any committee appointed to address Conflicts of Interest, except to the extent additional disclosure is necessary in connection with the implementation of this Policy.

C. This policy shall be reviewed annually by each member of the board of directors. Any changes to the policy shall be communicated immediately to all Responsible Persons.