Participation Agreement for Volunteers

MNHIMA is committed to establish and maintain a high standard of integrity in all activities (“MNHIMA Activities”) it performs for MNHIMA members and the public at large. The success of MNHIMA Activities depends in large measure upon the confidence that MNHIMA members and the public have in the integrity of MNHIMA. In order to maintain this confidence, MNHIMA has adopted this Conflict of Interest Policy and Procedures.

This Conflict of Interest Policy and Procedures is necessary because MNHIMA depends upon voluntary service from members to accomplish its MNHIMA Activities. Members may have personal, business or professional interests which conflict with the best interests of MNHIMA. MNHIMA does not view the existence of such interests as implying bias or an impediment to participation in MNHIMA Activities. It does, however, require that in certain circumstances those interests be disclosed and resolved.

Notes:

• Definitions of key terms not defined in the body of this document are provided in the Definitions section of this Participation Agreement.
• This Conflict of Interest Policy and Procedures is supplemented by and shall be interpreted in accordance with all applicable state and federal laws and regulations.

1. Conflict of Interest
   1. Any circumstance that compromises, may compromise or may appear to compromise the ability of a volunteer to act in the best interests of MNHIMA, or impair such person’s objectivity, independence, or loyalty to MNHIMA; or that may be inconsistent or competitive with the interests or concerns of MNHIMA, constitutes a potential conflict of interest warranting disclosure.
   2. In connection with any actual or potential conflict of interest, a volunteer must disclose the existence and nature of the conflict and all material facts to the Board of Directors or the members of any MNHIMA committee with Board-delegated powers (an “MNHIMA Committee”), before consideration of a matter related to the conflict.
2. Disclosure of Interests
   1. It is the intent of MNHIMA that all decisions of MNHIMA be objective, independent and at all times based solely on the best interests of MNHIMA, MNHIMA members, and the public.
      Accordingly, MNHIMA requires that:
      • All volunteers complete the Disclosure of Interests Form (“Disclosure Form”) below pertaining to ongoing and anticipated MNHIMA Activities and return it to the MNHIMA office, where it shall be filed, no later than November 1 prior to each year of service;
      • A volunteer who is elected or appointed to a position during the course of a year must complete and submit a Disclosure Form immediately upon election or appointment;
      • If a volunteer develops a potential conflict of interest during the year, a revised Disclosure Form must be submitted within 30 days;
      • A volunteer must contact the MNHIMA Board if he or she observes or becomes aware of any violation of the MNHIMA Conflict of Interest Policy and Procedures.
   2. The Disclosure Form for each volunteer shall be shared with the Committee chair for review, following which the Chair shall advise each volunteer of the necessary disclosure(s) that the volunteer must make with respect to MNHIMA matters that may arise at Committee meetings. The Chair of the Committee also shall advise the President/Chair, the MNHIMA Executive Director, and the chair(s) of relevant MNHIMA Committees of the necessary disclosure(s).
3. Announcement and Disclosures
   1. At the onset of each meeting, the presiding officer shall announce the Conflict of Interest Policy and Procedures and ask whether any volunteer has a potential conflict of interest relating to one or more of the matters listed in the agenda for the meeting.
   2. A volunteer who recognizes a potential conflict of interest with respect to a matter under consideration by the Committee on which he or she serves must disclose the conflict and all material facts to the presiding officer prior to or upon commencement of discussion of the matter, whether or not such conflict has been described in a Disclosure Form. The volunteer shall make this disclosure at the earliest possible time in order to avoid misunderstanding or misrepresentation of his or her motives or interests related to participation in the discussion or vote on the matter.
   3. If, during his or her review of materials prior to a meeting, or at any time during such meeting, a volunteer becomes aware of an undisclosed potential conflict, such conflict must be reported to the Committee chair, as applicable, as soon as possible but in any event before discussion of the relevant matter.
   4. If the volunteer does not timely disclose a potential conflict, the Committee chair, as applicable, shall make the disclosure.
4. Conflict Resolution Procedures
   1. Recusal of Self. Any volunteer may recuse himself or herself at any time from involvement in any decision or discussion in which the volunteer believes he or she has or may have a conflict of interest, without disclosing the reason for recusal or going through the process for determining whether a conflict of interest exists.
   2. Determining Whether a Conflict of Interest Exists. After disclosure of a potential conflict of interest, and after any desired statement by the disclosing volunteer, he or she shall leave the Committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Committee members shall decide if an actual conflict of interest exists.
   3. Procedures for Addressing a Conflict of Interest.
      • A volunteer with a disclosed potential conflict shall leave the Committee meeting during the discussion of, and the vote on, recusal of the volunteer from discussion of and voting on the matter at issue.
      • After exercising due diligence, the Committee shall determine whether:
        • The disclosed conflict shall be waived as unlikely to affect the volunteer’s ability to act in the best interests of MNHIMA, or to negatively affect the integrity or image of MNHIMA, or
        • In the best interest of MNHIMA, the volunteer should be recused from discussion and/or voting on the matter at issue.
      • A volunteer who has been recused from a discussion at a Committee meeting shall not return to the meeting room until he or she has been advised that the relevant discussion and action have concluded.
5. Special Procedures for Interested Volunteer Transactions ¹
   1. The following special procedures apply to circumstances in which an “interested” volunteer is directly or indirectly a party to a transaction involving MNHIMA or a Related Organization.
   2. It is MNHIMA’s position that interested volunteer transactions should be avoided whenever possible.
   3. When an interested volunteer transaction is under consideration, the following rules shall apply:
      • The material facts of the transaction and the volunteer’s interest or relationship must be disclosed to the Committee prior to the Committee discussing or taking action on the matter.
      • The volunteer may make a factual presentation to the Committee but must leave the room and recuse himself/herself from all deliberations and voting relating to the transaction.
      • If an equally advantageous transaction is not reasonably possible under circumstances not producing a conflict of interest, the Committee shall determine by a majority vote of the disinterested volunteer whether the transaction is fair and reasonable and in the best interests of MNHIMA. At the discretion of the presiding officer, the interested volunteer may be recused from the discussion.
      • The presence of the interested volunteer may be counted in determining whether a quorum is present but may not counted when the MNHIMA Committee takes action on the transaction.
      • The transaction must be approved or ratified by the affirmative votes of a majority of disinterested Committee members, even if the disinterested Committee members number less than a quorum.
   4. For purposes of this section:
      • A volunteer is “interested” if the volunteer or the volunteer’s company, organization or other entity for which the volunteer serves in a leadership, employment or ownership capacity, or a company in which the volunteer has a material Financial Interest, or a volunteer’s Family Member is directly or indirectly a party to a transaction involving MNHIMA or a Related Organization.
      • A volunteer is “indirectly” a party to a transaction if the other party to the transaction is an entity in which the volunteer has a material Financial Interest or of which the volunteer is an officer, director or general partner.
      • Volunteer is not “indirectly” a party to a transaction if the volunteer is an officer or director of both parties to a transaction and the transaction involves a grant or contribution without consideration from one entity to the other, provided the volunteer does not have a material Financial Interest in the entity that receives the grant or contribution.
6. Documentation
   1. When a transaction or other matter arises that may involve an actual, potential or apparent conflict of interest, the relevant meeting minutes shall document all procedures followed with respect to the conflict, including:
      • The names of the persons who disclosed or otherwise were found to have an actual or possible conflict of interest, the nature of the interest, any action taken to determine whether a conflict of interest was present, and the decision as to whether a conflict of interest in fact existed.
      • The names of the persons who were present for discussions and votes relating to the transaction or other matter, the content of the discussion, including any alternatives to a proposed transaction, and a record of any vote(s) taken in connection with the proceedings.
   2. If the relevant matter arises outside of a Committee meeting, the staff liaison shall prepare a memorandum to file documenting the above information.

¹ See 805 ILCS 105/108.60 (2013); Internal Revenue Service, Instructions for Form 1023

The undersigned understands and agrees that, in connection with the undersigned’s service to MNHIMA as a volunteer, the undersigned will be exposed to confidential information regarding MNHIMA and its activities, including but not limited to strategic plans, internal memoranda, and other materials, records, minutes, or data of a confidential nature (collectively, the “Confidential Information”).

In order to protect the Confidential Information, the undersigned hereby promises not to make copies of, discuss, disclose, or otherwise disseminate, or assist or permit others to copy, discuss, disclose, or otherwise disseminate, any Confidential Information, and not to use the Confidential Information for any purpose whatsoever except directly in connection with the undersigned’s service to MNHIMA. Further, the undersigned understands and agrees that the above promise of confidentiality will be in effect from the date the undersigned is elected, appointed, or engaged to serve in his or her MNHIMA position, throughout the tenure of the undersigned’s service to MNHIMA, and at all times thereafter. Such understanding and agreement requires a former volunteer to observe the same restrictions on disclosure of confidential information that apply to a current volunteer.

The undersigned acknowledges that a breach of this promise of confidentiality could result in irreparable damage to MNHIMA and the public for which a remedy at law will be inadequate, and the undersigned agrees that this promise may be enforced by an injunction. The undersigned agrees to pay all of MNHIMA’s costs and expenses, including attorneys’ fees, if MNHIMA brings an action against the undersigned for breach of this confidentiality promise and prevails in such action.

The undersigned, who currently provides or shall provide services to MNHIMA as a volunteer, in which capacity the undersigned will prepare and contribute certain materials for use by MNHIMA, hereby agrees that any and all original material contributed by the undersigned shall be deemed to be a work made for hire for MNHIMA. To the extent that such contribution is not deemed to be a work made for hire under the United States copyright laws, or is not similarly treated under the copyright laws of any other country, the undersigned hereby assigns to MNHIMA all right, title, and interest in such contribution, including the right to sue for infringement.

The undersigned acknowledges and agrees that the decision to participate in MNHIMA Activities, including, but not limited to, attending meetings or traveling to any destination in support of those activities, is completely voluntary. The undersigned hereby agrees to hold MNHIMA, and its officers, Directors, members, employees and agents, harmless from any complaint, claim or damage arising out of or in connection with any attendance at, travel to, or participation in, any and all MNHIMA Activities.

1. Misconduct by a Volunteer. If the Board of Directors has reasonable cause to believe that a volunteer has:
   • Not submitted a complete, accurate and comprehensive Disclosure Form, failed to disclose an actual or potential conflict of interest, or not complied in all other respects with the MNHIMA Conflict of Interest Policy and Procedures;
   • Breached his or her promise of confidentiality; or
   • In any other manner acted inconsistently with the terms of this Participation Agreement.

The President/Chair shall inform the volunteer of the basis for such belief and afford the volunteer a fair opportunity to respond to such charge(s) at a hearing before the Board of Directors.

2. Discipline by MNHIMA. If, after hearing the volunteer’s response and after making further investigation as warranted by the circumstances, the Board of Directors, in its discretion, determines that the volunteer has engaged in any of the misconduct described above, it shall take appropriate disciplinary action, which may include one or more of the following:
   • Request for the volunteer’s resignation;
   • Removal of the volunteer from the Committee;
   • Prohibition of future participation by the volunteer in MNHIMA leadership;
   • Waiver of the volunteer’s right to indemnification and insurance under the MNHIMA Bylaws;
   • Legal action against the volunteer; or
   • Any other action that the Board of Directors deems just and appropriate.
3. Serious, Pervasive Conflicts. If a volunteer is determined by the Board of Directors to have serious, pervasive, multiple or continuing conflicts, such that the volunteer would seldom, if ever, likely be able to act in the best interests of MNHIMA, resignation or removal should be considered.

Business Relationship. Business relationships between two persons include any of the following:

• One person is employed by the other in a sole proprietorship or by an organization with which the other is associated as a trustee, Director, officer, key employee, or greater-than-35% owner;
• One person is transacting business with the other (other than in the ordinary course of either party’s business on the same terms as are generally offered to the public), directly or indirectly, in one or more contracts of sale, lease, license, loan, performance of services, or other transaction involving transfers of cash or property valued in excess of $10,000 in the aggregate during 2014 (indirect transactions are transactions with an organization with which the one person is associated as a trustee, Director, officer, key employee, or greater-than-35% owner); and
• The two persons are each a Director, trustee, officer, or greater-than-10% owner in the same business or investment entity.

Business Transaction. A contract, agreement, grant, license, loan, lease, performance of services or similar undertaking, or a joint venture in which MNHIMA, or a Related Organization, and a Director each has a profits or capital interest.

Compensation. Includes all forms of cash and noncash payments or benefits provided in exchange for services, including salary and wages, bonuses, severance payments, deferred payments, retirement benefits, fringe benefits, gifts that are not insubstantial, and similar financial arrangements and transactions.

Family Member. A person’s (i) spouse, (ii) parents and other living ancestors, (iii) descendants (whether natural or adopted) and their spouses, and (iv) siblings (whether whole or half-blood) and their spouses. A spouse includes a life partner.

Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or a Family Member:

• An interest as an officer, Director, trustee or partner of any entity with which MNHIMA, or a Related Organization, has a Business Transaction;
• An ownership or investment interest in any entity (other than as an owner of not more than 5% of the total shares or interest of an entity) with which MNHIMA, or a Related Organization, has a Business Transaction;
• A Compensation arrangement with (i) MNHIMA or a Related Organization or (ii) with any entity or individual with which MNHIMA, or a Related Organization, has a Business Transaction; or
• A potential ownership or investment interest (of greater than 5%) in, or Compensation arrangement with, any entity or individual with which MNHIMA, or a Related Organization, is negotiating a Business Transaction.

Related Organization. An organization that is related to MNHIMA, including:

• The Component Local Associations (“CLAs”)
• any entities controlled by, or under common control with, MNHIMA