In This Section
Conflict of Interest Policy
AMERICAN INSTITUTE OF STEEL CONSTRUCTION CONFLICT OF INTEREST POLICY
The purpose of this policy is to assure that actual or apparent Conflicts of Interests do not compromise the decision-making processes of or the integrity of the specifications and standards set by AISC Holdings, Inc. and its subsidiary organizations. This includes without limitation, the LLC’s, the Boards, the Committees, and the Divisions, hereinafter referred to collectively as the Institute. This policy shall apply in the following circumstances: (I) It shall apply when, a Director or committee member has an existing or potential interest which impairs, might impair or appears to impair his or her independent judgment in setting policies of the Institute or in otherwise exercising his or her fiduciary duty as a Director or committee member. (2) It shall apply when a Board or committee member, or an organization with which he or she is affiliated as an officer, agent, employee, or consultant, is contemplating entering into a transaction or arrangement with the Institute or which will or could be beneficially impacted by a policy decision of the Institute. And, (3) it shall apply when a Board or committee member, or an organization with which he or she is affiliated as an officer, agent, employee, or consultant, is involved in pending litigation, arbitration, or other formalized dispute resolution process, and the outcome of that process will or could be beneficially impacted by a pending decision involving a specification, standard, or interpretation thereof, by the Board or a committee of the Institute upon which such individual serves as a voting member.
This policy is intended to supplement, but not replace, any applicable state or federal laws governing conflicts of interest applicable to Illinois nonprofit and charitable corporations.
Interested Party. Any director or committee member who has a direct or indirect "Competing Interest" (as defined below) is an Interested Party. A person is "indirectly" a party to a transaction if a party to the transaction is an entity in which the person has a material financial interest or of which the person is an officer, director, employee, consultant, or general partner. Status as an "Interested Party" does not automatically give rise to a Conflict of Interest.
Consultant or Consulting Arrangement. A Board or committee member who is a party to an existing or anticipated arrangement under the terms of which that Board or committee member will serve in an expert or consulting capacity in pending litigation, arbitration, or other formalized dispute resolution process.
Competing Interest. A Director or committee member has a Competing Interest if he or she has directly or indirectly, personally or through business, investment or family:
- An ownership, investment, employment, or other compensation interest in or with any entity which will or may be affected by a proposed action by the Board, a committee or a committee of the Institute, but only if such interest is different from the interests of the Institute's membership as a whole; or
- A compensation arrangement with any entity or individual with which the Institute is contemplating a transaction or arrangement other than a transaction or arrangement which will be offered to all members of the Institute.
- A consulting arrangement with or on behalf of any entity which is or may be affected by exercise of the Board or Committee's ordinary responsibilities, including, but not limited to, development of specifications, standards, or the interpretation or application thereof.
A Competing Interest does not automatically give rise to a Conflict of Interest.
Compensation. Direct and indirect remuneration, as well as gifts or favors that are substantial in nature.
Conflict of Interest. Any Competing Interest that would impair, or create the appearance of impairing, the independent judgment of the Interested Party.
Duty to Disclose. In connection with any actual or possible Competing Interest, an Interested Party must disclose the existence and nature of his or her Competing Interest to the Board or committee upon which he or she serves before any discussion or action is taken by the Board or committee in the area of the Competing Interest. The Interested Party must also declare whether he or she considers the Competing Interest to be a Conflict of Interest.
Content of Disclosure. The Interested Party does not have to disclose confidential details in connection with business plans or policy or relating to disputes in which he or she may be involved in a business or consulting capacity. The Interested Party must only disclose so much of the Competing Interest as will allow his or her fellow Board or committee members, the AISC staff, and the Ad Hoc Committee of the AISC Board to understand the issues involved.
Determining Whether a Conflict of Interest Exists. An Interested Party's declaration that his or her Competing Interest is a Conflict of Interest shall be conclusive for purposes of this policy.
In the event an Interested Party does not consider the Competing Interest to be a Conflict of Interest, or if any Board or committee member or the President of the American Institute of Steel Construction (the "AISC President") has reasonable cause to believe that a Director or committee member is an Interested Party who has failed to disclose a Competing Interest, any disinterested member of the Board or committee upon which the Interested Party serves, or the AISC President may refer the issue of whether the Interested Party's Competing Interest is a "Conflict of Interest" in the manner set forth below.
Procedures for Addressing the potential Conflict of Interest.
A referral from a Board or committee member or from the President of the
American Institute of Steel Construction shall be made directly to the Chairman of AISC Holdings Inc., (or to the Vice Chairman if the Chairman is an Interested Party, or to the remaining members of the AISC Holdings Board if both the Chairman and the Vice Chairman are Interested Parties), who shall appoint a three person ad hoc committee from among the disinterested members of the AISC Board of Directors to investigate the referral (the "Ad Hoc Committee").
After exercising due diligence, the Ad Hoc Committee shall determine by majority vote whether the Competing Interest is a Conflict of Interest.
If a Conflict of Interest is determined to exist, but no vote or other action has been taken by the effected Board or committee in the area of the Competing Interest, the Interested Party shall abstain from voting on the proposed action, but may join in the discussion of the proposed action. For purposes of determining whether a quorum of Directors or committee members exists with respect to a vote on a proposed action, any Interested Person whom the Board has determined to have a Conflict of Interest shall be counted even though they shall abstain from voting.
If a Conflict of Interest is determined to exist and a vote or other action has already been taken by the effected Board or committee in the area of the competing interest, the effected Board or committee shall negate any vote tendered by the Interested Party in the area of the Conflict of Interest and shall reconsider de novo any vote or action in the area of the Conflict of Interest. Voting procedure and quorum considerations shall be conducted in the same manner as contemplated by paragraph (c) above.
RECORDS OF PROCEEDINGS
The minutes of any Board or committee meeting involving discussions of actual or potential Competing Interests or Conflicts of Interest and the minutes of the Ad Hoc Committee shall contain:
- The names of the persons who disclosed or otherwise were found to have a Competing Interest, the nature of the Competing Interest, any action taken to determine whether a Conflict of Interest was present, and the decision as to whether a Conflict of Interest existed.
- The names of the Directors or committee members who were present for discussions and votes relating to the transaction or arrangement involving a Competing Interest or Conflict of Interest, the content of the discussion, and a record of any votes taken in connection therewith.
Board members and Committee Chairs will reaffirm receipt and adherence to this policy as part of the annual organization meetings and minutes.
Committee members and industry committee chairs will reaffirm receipt and adherence to this policy upon acceptance of appointment.
Affirmation of receipt and adherence will document that the individual:
- has received a copy of this Conflicts of Interest policy;
has been afforded an opportunity to discuss and raise questions concerning the policy; and
has agreed to comply with the policy.