Author: rgeorge

The American Institute of Architects Richmond Chapter (AIA RVA) is open and accountable to its members and employees. The AIA Richmond Board of Directors expects all AIA Richmond 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 Richmond 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 Richmond. 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 RVA officers.
- 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 Richmond 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 Richmond before seeking action from outside sources.

Protecting Your Confidentiality
Every effort will be made to protect your confidentiality, and the AIA RVA 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, the violation should initially be reported to your direct supervisor. In most cases, your supervisor will 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 Chapter President.
Except under extraordinary circumstances, the Chapter President 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 Richmond’s Treasurer.
Investigation and Report
The following guidelines apply to investigations:
-The Chapter President has specific and exclusive responsibility to investigate all reported violations. If the Chapter President 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 Chapter President 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 Chapter President will submit a written report, which will include a summary of the allegations and his or her recommendations, to members of the AIA board who have a reasonable need to review the report and to the Executive Committee. 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 RVA 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 the AIA Richmond. If you are not comfortable contacting the President, you may contact the President Elect of AIA Richmond.

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

I. As a member of the Board, I will:
1. Listen carefully to other Board members;
2. Carefully consider and respect the opinions of other Board members;
3. Respect and support all majority decisions of the Board;
4. Recognize the authority vested in the Board;
5. Participate actively in Board meetings and actions and not discuss elsewhere what I am unwilling to discuss in Board meetings;
6. Bring to the attention of the Board any issues I believe will have a significant effect on our organization or those we serve;
7. Attempt to communicate the needs of those we serve to the Board of Directors;
8. Refer complaints directly to the proper level on the chain of command;
9. Recognize that my job is to ensure that the organization is well-managed, not necessarily to manage the organization;
10. Represent all those whom this organization serves vs. geographic or special interest groups;
11. Consider myself a “trustee” of the organization and do my best to ensure it is well maintained, financially secure, and always operating in accord with our stated objectives;
12. Work to learn how to be a better Board member; and
13. Acknowledge conflicts of interest between my personal life and my position on the Board, and to abstain from voting and recuse myself from attempting to influence issues in which I am conflicted.

II. As a member of the Board, I will not:
1. Criticize fellow Board members or their opinions outside of the Board meetings;
2. Use the organization or my position for my personal advantage, or that of my friends, relatives, or associates;
3. Discuss confidential proceedings of the Board outside the Board room;
4. Promise how I will vote on any issue before hearing the discussion and becoming fully informed on that issue;
5. Interfere with the duties of staff or undermine the authority of our Executive Director to perform his/her duties; and
6. Speak for or in behalf of the organization unless specifically authorized to do so.

Article I
Purpose

The American Institute of Architects, Richmond Chapter is a not-for-profit corporation organized and existing under the laws of the State of Virginia for the purposes of conducting operations and activities as an organization eligible for tax-exempt status under Section 501(c)(6) of the Internal Revenue Code. The purpose of this conflict of interest policy is to protect the interest of the Chapter when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Chapter. This policy is intended to supplement but not replace any applicable federal or state laws governing conflict of interest applicable to nonprofit organizations.

Article II
Definitions

1. Interested Person

Any director, officer, or member of a committee with powers delegated by the Chapter’s Board, who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial and Other Interests

A person has a financial interest if the person has, directly or indirectly, through business, investment, family, or other close personal relationship:

a. An ownership or investment interest in any entity with which the Chapter has a transaction or arrangement;

b. A compensation arrangement with the Chapter or with any entity or individual with which the Chapter 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 Chapter 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 Board, the Chapter’s Executive Committee, or another appropriate committee or other body of the Chapter decides that a conflict of interest exists.
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/or members of committees with 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 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 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 presiding officer or chair of the 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 Board or committee shall determine whether the Chapter 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 Board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Chapter’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 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 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.

Article IV
Records of Proceedings

The minutes of the 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; and

b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V
Compensation

a. A voting member of the Board who receives compensation, directly or indirectly, from the Chapter 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 Chapter for services is precluded from voting on matters pertaining to that member’s compensation.

c. No voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Chapter, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Article VI
Annual Statements

Each director, principal officer and member of a committee with Board-delegated powers shall annually sign a statement which affirms such person:

a. Has received a copy of the conflicts of interest policy;

b. Has read and understands the policy;

c. Has agreed to comply with the policy; and

d. Understands the Chapter is a non-profit corporation and, in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Article VII
Periodic Reviews

To ensure the Chapter operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Chapter’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further legitimate purposes, and do not result in inurnment or impermissible private benefit.

Article VIII
Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, the Chapter may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

Article IX
Other Conflicts of Interest

Each principal officer, director and member of a committee with Board-delegated powers has fiduciary duties and other responsibilities to the Chapter. Each such individual is subject to such duties and responsibilities, whether they arise from federal, state or other law, from the Chapter’s Bylaws or Rules of the Board, from Board-approved policies or other actions of the Board, or from other sources. This policy shall apply to any situations in which any director, principal officer, or member of a committee with Board-delegated powers has an actual or apparent conflict between his/her private interests and his/her fiduciary duties or other responsibilities to the Chapter. All such actual or apparent conflicts of interest shall be disclosed to the officers of the Chapter and ensure that they are considered and resolved in a fair and expeditious manner.

ACKNOWLEDGEMENT AND DISCLOSURE FORM

I have received, read and understand the Conflict of Interest Policy of the American Institute of Architects Richmond Chapter (AIA RVA) set forth above, and agree to comply fully with its terms and conditions at all times during my service as an officer, director or other representative of the AIA. I understand the Chapter is a non-profit corporation and, in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. If at any time following the submission of this form I become aware of any actual or potential conflicts of interest, or if the information provided below becomes inaccurate or incomplete, I will promptly notify officers of the AIARVA Board in writing.

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 First Vice President.
For More Information
If you have any questions, please contact the Executive Vice President/CEO (at cclayborne@aiava.org or (804) 644-3041, ext. 201).

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 will inform myself and speak with care accordingly

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 Vice Chair, 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.