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Conflict of Interest Disclosure Policy and Agreement

Please review the Confidentiality & Non-Disclosure Agreement and the Conflict of Interest Disclosure Policy & Agreement below. Use the State and Local Attendance Sign-Up Form to acknowledge receipt of the agreements.

CONFLICT OF INTEREST DISCLOSURE POLICY AND AGREEMENT

A. POLICY

This conflict of interest policy is written to assist directors, officers, committee members, guests in attendance and employees of the Georgia Association of REALTORS® (GAR) in identifying actual and potential conflicts of interest involving a Contract or Transaction with GAR; and to provide GAR with a procedure where the Contract or Transaction can be treated as lawful and binding even though a director, officer, committee member or employee has, or may have, a conflict of interest with respect to the Contract or Transaction. In the event there is any inconsistency between state law and the requirements and procedures prescribed herein, state law shall control.

1. DEFINITIONS:

a. Acting Officially: shall mean discussing, deliberating on, making a recommendation with respect to or voting on.
b. Conflict of Interest: shall mean any circumstance described as such in this Policy.
c. Contract or Transaction: shall mean 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 GAR. The making of a gift to GAR is not a Contract or Transaction.
d. Family Member: shall, with respect to a Responsible Person, mean a spouse, domestic partner, an individual sharing the same home, parent, child, or spouse of a child, brother, sister, or spouse of a brother or sister, grandchild or grandparent of a Responsible Person or the trust or estate of any of the above parties.
e. Material Financial Interest: shall mean a direct or indirect financial or beneficial financial interest of any kind or an interest that results in or is reasonably expected to return or produce some monetary gain or other material thing of value for the person with the Material Financial Interest.
f. Qualified Person: shall mean any Responsible Person who, with respect to a Conflict of Interest Contract or Transaction involving another Responsible Person, does not have either: 1) a conflicting interest respecting the Contract or Transaction; or 2) a familial, financial, professional or employment relationship with the Responsible Person that would reasonably be expected to exert an influence on the Responsible Person’s judgment when voting on the Contract or Transaction.
g. Responsible Person: shall mean any person serving as an officer, director, committee member, committee guest or employee of GAR.

2. PROCEDURES FOR A RESPONSIBLE PERSON WITH A CONFLICT OF INTEREST TO ENTER INTO A CONTRACT OR TRANSACTION WITH GAR.

a. Prior to the Board of Directors or any GAR Committee thereof (hereinafter collectively and individually referred to as “GAR Body”) Acting Officially with respect to a Contract or Transaction with which a Responsible Person has a Conflict of Interest, the Responsible Person shall disclose the following to the Chair of the GAR Body Acting Officially: 1) the existence and nature of the Conflict of Interest; and 2) all facts known to the Responsible Person respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment as to whether or not to proceed with the Contract or Transaction. The disclosure shall be made by the Responsible Party as soon as reasonably possible after the Responsible Party realizes that he or she has a Conflict of Interest. The Chair of the GAR Body considering such Contract or Transaction shall, prior to the GAR Body Acting Officially, report the substance of the disclosure made by Responsible Person to the GAR Body and cause the same to be entered into the minutes of the meeting of the GAR Body.
b. A Responsible Person shall play no part, directly or indirectly, in the GAR Body when it is Acting Officially with respect to the Contract or Transaction in which the Responsible Person has a Conflict of Interest. This shall include without limitation the Responsible Person not being able to see or hear and not being physically present in the room when the GAR Body is Acting Officially. If the responsible person has a presentation or materials relating to a request for funds, a contract, or transaction, such documents shall be provided to the Chair or Vice Chair to share with the Committee so the party responsible for presenting the document(s) can leave the room before the agenda item is discussed and voted on by the committee. If the Chair and Vice Chair both have a conflict, the Chair shall appoint another member of the committee to assume the position of Chair for that specific agenda item only.
c. A Responsible Person shall not be counted towards a quorum of any meeting in which the GAR Body is Acting Officially with respect to a Contract or Transaction with which the Responsible Person has a Conflict and such Responsible Person’s ineligibility to be counted toward a quorum or to vote shall be reflected in the minutes of such GAR Body.
d. The Contract or Transaction shall be approved by the affirmative vote of a majority (but not less than two) Qualified Persons on the GAR Body to become effective.

3. AGREEMENT OF RESPONSIBLE PARTY NOT TO ACCEPT GIFTS OR GRATUITIES. Each Responsible Party agrees not to accept any gifts, gratuities, free services, entertainment, loans or other things of value (hereinafter collectively “Things of Value”) from any person, company or other legal entity that is either doing business or seeking to do business with GAR except for Things of Value that have a nominal value not exceeding $25 in any given calendar year and are not given on a regular basis.

4. CONFLICT OF INTEREST DEFINED: For purposes of this policy, the following circumstances are deemed to create a Conflict of Interest:

a. A Contract or Transaction between GAR and a Responsible Person or Family Member of a Responsible Person; or
b. A Contract or Transaction between GAR and an entity in which a Responsible Person or a Family Member of a Responsible Person has a Material Financial Interest;

B. OTHER CONFLICTS OF INTEREST NOT NECESSARILY INVOLVING A CONTRACT OR TRANSACTION

A Responsible Party shall refrain from participating in any decision as a member of a GAR Body where the Responsible Party cannot exercise the requisite sound judgment, duty of care and duty of loyalty required of the Responsible Person under Georgia law nor shall any Responsible Person knowingly violate any of these duties while serving on a GAR Body.

C. AGREEMENT

Each Responsible Person shall agree to sign and submit a copy of this Conflict of Interest Disclosure Policy and Agreement to GAR.

1. Relationships, positions, or circumstances include service as a director of or consultant to a not-for-profit organization or ownership of a business that provides goods or services to GAR.

2. Disclosure regarding business interests of a Responsible Person or a Family Member shall be confidential and made available only to the Chair, the Chief Executive Officer, and any committee appointed to address Conflicts of Interest. EXCEPTION: When additional disclosure is necessary in connection with the implementation of this policy.


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