AMERICAN INSTITUTE OF STEEL CONSTRUCTION CONFLICT OF INTEREST POLICY

ARTICLE 1
PURPOSE

1.1  The purpose of this policy is to assure that actual or apparent Conflicts of Interest are avoided and the neutrality and integrity of the decision-making processes of AISC committees is protected and preserved. This policy shall apply when: (i) a committee member has an existing or potential interest that 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 committee member; (ii) a 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 (iii) a 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 a committee of the Institute upon which such individual serves as a voting member. All capitalized terms are defined in Article 2 of this policy. 

1.2  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. In the event there is an inconsistency between the requirements and the procedures prescribed herein and those in federal or state law, the law shall control.

ARTICLE 2
DEFINITIONS

 2.1  Interested Party. Interested Party. Any committee member who has a direct or indirect "Competing Interest" is an Interested Party.

2.2  Consultant or Consulting Arrangement. An existing or anticipated arrangement under the terms of which a committee member will serve in an expert or consulting capacity in pending litigation, arbitration, or other formalized dispute resolution process.

2.3 Competing Interest. A committee member has a Competing Interest if he or she has directly or indirectly, personally or through business, investment or family:

1. An ownership, investment, employment, or other Compensation interest in or with any entity which will or may be affected by a proposed action by a committee of the Institute, but only if such interest is different from the interests of the Institute's membership as a whole; or

2. 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.

3. A Consulting Arrangement with or on behalf of any entity which is or may be affected by exercise of the committee's ordinary responsibilities, including, but not limited to, development of specifications, standards, or the interpretation or application thereof.

4. Any Consulting Arrangement or Compensation arrangement whereby a committee member will provide thoughts, opinions or recommendations to any party to a dispute related to the work the committee member is doing for AISC. This provision is not intended to preclude participation in any general discussion regarding the goals and objectives of AISC and its various committees and is related to specific discussions about specific interests that relate the individual's work with AISC.

2.4  Compensation. Direct and indirect remuneration, as well as gifts, entertainment, or favors that are substantial in nature.

2.5  Conflict of Interest. Any actual or possible Competing Interest that would impair, or create the appearance of impairing, the independent judgment of the Interested Party. Neither status as an Interested Party nor presence of a Competing Interest automatically gives rise to a Conflict of Interest.

2.6  Disinterested Member.  A member of the committee upon which an Interested Party serves, whom himself or herself does not constitute an Interested Party pertaining to the same action or arrangement at issue.

ARTICLE 3
PROCEDURES

3.1  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 committee upon which he or she serves before any discussion or action is taken by the committee in the area relating to the Competing Interest. The Interested Party must also declare whether he or she considers the Competing Interest to be a Conflict of Interest.

3.2  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 facts material to the Competing Interest as will allow his or her fellow committee members and the AISC staff (and the Ad Hoc Committee of the AISC Board, if involved; see Section 3.3 and 3.4) to understand the issues involved.

3.3  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 the procedures set forth in Section 3.4(c)-(d) below, and the Interested Party shall proceed as required by Section 3.4(c). In the event an Interested Party does not consider the Competing Interest to be a Conflict of Interest, any Disinterested Member or the AISC President may refer the issue for "Conflict of Interest" determination pursuant to the procedure set forth below. A Disinterested Member or the AISC President may also refer the issue for "Conflict of Interest" determination pursuant to the procedure below if there is reasonable cause to believe that a Director or committee member is an Interested Party who has failed to disclose a Competing Interest.

3.4  Procedures for Addressing the Potential Conflict of Interest.

1. A referral from a Disinterested Member or from the AISC President shall be made directly to the Chair of AISC Holdings Inc. (or to the Vice Chair if the Chair is an Interested Party, or to the remaining members of the AISC Holdings Board if both the Chair and the Vice Chair are Interested Parties). The individual(s) receiving the referral 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").

2. After exercising due diligence, the Ad Hoc Committee shall determine by majority vote whether the Competing Interest is a Conflict of Interest.

3. If a Conflict of Interest is determined to exist, but no vote or other action has been taken by the affected 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 committee members exists with respect to a vote on a proposed action, any Interested Person whom has been determined to have a Conflict of Interest shall be counted even though he or she shall abstain from voting and participation.

4. If a Conflict of Interest is determined to exist and a vote or other action has already been taken by the affected committee in the area of the competing interest, the affected 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.

3.5  Intentional Violation of Policy. If the committee has reasonable cause to believe an Interested Party has intentionally failed to disclose a Competing Interest, it shall inform the Interested Party of the basis for such belief and afford the Interested Party an opportunity to explain the alleged failure to disclose. If, after hearing the Interested Party’s response and after making further investigation as warranted by the circumstances, the committee determines the Interested Party has intentionally failed to disclose a Competing Interest, it shall take appropriate disciplinary and corrective action.

ARTICLE 4
RECORDS OF PROCEEDINGS

4.1  The minutes of a committee meeting involving discussions of actual or potential Competing Interests or Conflicts of Interest (and the minutes of the Ad Hoc Committee, if applicable) shall contain:

1. After 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.

2. 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.

3. The names of the 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.
   
   

ARTICLE 5
IMPLEMENTATION

5.1  All committee members will affirm/reaffirm receipt and adherence to this policy upon acceptance of appointment.

5.2  Affirmation of receipt and adherence will document that the individual:

1. has received a copy of this Conflict of Interest policy;
2. has been afforded an opportunity to discuss and raise questions concerning the policy; and 
3. has agreed to comply with the policy.
   
   

Article 6
Confidentiality 

6.1  Any Interested Party shall exercise care not to disclose confidential information acquired in connection with such status of information the disclosure of which might be adverse to the interests of the Institute. Furthermore, an Interested Party shall not disclose or use information relating to the business of the Institute for the personal profit or advantage of the Interested Party.