Conflict of Interest Policy

In addition, confidential information should not be left in plain view or be communicated by speaker phone. The duties under this Confidentiality Policy shall extend and remain in existence following the termination of the employees’, Board directors’, independent contractors’, and vendors’ affiliation with the Alumni Association.

Iowa State University Alumni Association employees shall monitor the use of the Iowa State University online alumni directory to ensure its users adhere to the following confidentiality policy: “The Iowa State University online alumni directory is for official Iowa State University Alumni Association use. The use of this directory for any other purpose, including, but not limited to, reproducing and storing in a retrieval system by any means, electronic or mechanical; photocopying; or using the addresses or other information contained in this directory for any private, commercial, or political use, is strictly prohibited.” Adopted by the ISU Alumni Association Board of Directors on Feb. 27, 2004. Amended on May 29, 2009.

CONFLICT OF INTEREST POLICY

ARTICLE I – Purpose

The purpose of the conflict of interest policy is to prevent the personal interest of employees, members of the Board of Directors, and/or committees from interfering with the performance of their duties to the Association, or resulting in personal, financial, professional and/or political gain on the part of such persons at the expense of the Association or its members.

ARTICLE II – Definitions

1. Interested persons. An interested person is any employee,

Board director, or committee member of the Association or family as outlined in section 3 below who has a financial interest in a transaction or arrangement involving the Association. 2. Financial interest. A person has a financial interest if the person has, directly or indirectly, through business, investment or family: a. An ownership or investment interest in any entity with which the Association has a transaction or arrangement.

b. A compensation arrangement with the Association or with any entity or individual with which the Association has a transaction or arrangement. c. A potential ownership or investment interest, greater than five percent, in, or compensation arrangement with, any entity or individual with which the Association is negotiating a transaction or arrangement. 3. Family. “Family” includes an individual’s spouse, partner, parents, siblings, children, and corresponding in-law and step relationships. 4. Entity. Entity shall mean any sole proprietorship, partnership, limited partnership, limited liability partnership, limited liability company, corporation, professional corporation, association, professional association, enterprise, franchise, trust, joint venture, business or other entity, whether non-profit or for profit. 5. Compensation/employment. Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.

Employees, Board directors, or committee members must disclose any employment relationship with an organization that does business with, or competes with, the Association. This disclosure requirement includes serving as an advisor or consultant to any organization of that type, unless that activity is conducted as a representative of the Association. Employees, Board directors, or committee members and their immediate families may not accept gifts, except those of nominal value, or any special discounts or loans from any person or company doing or seeking to do business with the Association.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest will be determined to have a conflict of interest if the Association’s Board of Directors or appropriate committee decides that a conflict of interest exists.

This conflict of interest policy shall be reviewed with each new director during that Board director’s orientation meeting and shall be reviewed with the full Board of Directors at the Board retreat each year.

BOARD POLICIES – GENERAL CONTINUED

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 his or her financial interest and all material facts to the directors and members of committees with Board delegated powers considering the proposed transaction or arrangement.

An interested person is prohibited from misusing inside information, prior to public disclosure, for his/her own benefit or for the benefit of members of his/her family or from disclosing that information to anyone who does not have a legitimate business need to know the information. 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, the Audit Committee will have the responsibility of determining whether a conflict exists. 3. Procedures for addressing conflict of interest: a. An interested person may make a presentation at the Board or committee meeting, but after such a presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or the arrangement that is the subject of the potential conflict of interest.

b. The chair of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate the alternatives to the proposed transaction or arrangement. c. After exercising due diligence, the Board or committee shall determine whether the Association can obtain a more advantageous transaction or arrangement with reasonable efforts 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 attainable under circumstances that would not give rise to 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 Association’s best interest and for its own benefit and whether the transaction is fair and reasonable to the Association, and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. 4. Violations of the Conflict of Interest Policy: a. If the Board or committee has reasonable cause to believe that an interested person has failed to disclose actual or possible conflicts of interest, it shall inform the interested person of the basis for such a belief and afford the interested person an opportunity to explain the alleged failure to disclose. b. If, after hearing the response of the interested person and making further investigation as may be warranted in the circumstances, the Board or committee determines if the interested person has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

ARTICLE IV – Records and proceedings

The minutes of the Board and all committees with Boarddelegated powers shall contain: 1. 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, and the Board’s or committee’s decision as to whether a conflict of interest existed.

2. 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 therewith.

ARTICLE V – Annual statements

Each employee, Board director, principal officer, and member of a committee with Board-delegated powers shall annually sign a statement, which affirms that a person: a. has received the Conflict of Interest Policy, b. has read and understands this policy, c. has agreed to comply with this policy, and d. understands that the Association is a 501(c)(3) organization and that, in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. Adopted by the ISU Alumni Association Board of Directors on May 22, 2004. Amended on May 21, 2010.