The proper governance of the American Ambulance Association (“AAA”) depends on the Board of Directors (the “Board”) and committee members who give their time for the benefit of the ambulance industry. Because of the varied interests and backgrounds of the Board and committee members, from time to time actual or apparent conflicts of interest may arise. Any possible conflict of interest can best be handled through full disclosure to the Board and committee Chair of any such conflict of interest. Once disclosure has taken place, the Board and the committee Chair shall determine whether such conflict of interest exists, and what action, if any, should be taken to ensure AAA is properly protected against such conflict of interest.
This Policy is intended to supplement but not replace any applicable state or federal laws governing conflicts of interest applicable to nonprofit organizations.

DEFINITIONS

1. 1. Interested Person – Any person working with or for AAA, whether compensated by AAA or as a volunteer, who has a director or indirect Financial Interest, Influence Interest, or Competitive Interest, all as defined below, is an Interested Person. If a person is an Interested Person with respect to any part of an entity, he or she is an Interested Person with respect to the entire entity.
2. 2. Financial Interest – A person working with or for AAA, whether compensated by AAA or as a volunteer, has a Financial Interest in any entity if the person has, directly or indirectly, an ownership or investment interest, a compensation arrangement, or a potential ownership or investment interest in, or compensation arrangement with such an entity.
3. 3. Influence Interest — A person working with or for AAA, whether compensated by AAA or as a volunteer, has an Influence Interest in any entity if the person is a director or officer with such an entity or if the person has a friendship or family relationship with such an entity.
4. 4. Competitive Interest — A person working with or for AAA, whether compensated by AAA or as a volunteer, has a Competitive Interest in a situation or circumstance when such person may or will gain a competitive and/or economic advantage resulting from AAA’s involvement or lack of involvement with another person or entity.
5. 5. Conflict of Interest — A Conflict of Interest occurs when an Interested Person has a Financial Interest, an Influence Interest or a Competitive Interest. The Board shall determine whether such Conflict of Interest is of such a nature so as to make it unlikely, or apparently unlikely, that the Interested Person can act independently and objectively in the best interests of AAA.

CONFLICT OF INTEREST PROCEDURES

1. 1. DUTY TO DISCLOSE. All Board and committee members shall disclose all possible and actual Conflicts of Interest to the Board or committee Chair in a timely manner. All disclosures shall consist of a written description of all relevant facts comprising the possible real or apparent Conflict of Interest. All disclosure shall be in writing, and made to the Board or the Chair of the relevant committee.
2. 2. BOARD DETERMINATION OF A CONFLICT OF INTEREST. Upon the review of an Interested Person’s Conflict of Interest disclosure, and all material facts related thereto, the Board and the Chair of the relevant committee may interview the Interested Person, and conduct a further investigation into the matter. Thereafter, the Board and the Chair of the relevant committee shall determine the appropriate action to be taken in connection with the Conflict of Interest, including, but not limited to, the recusal of the Interested Person from the deliberation and decision-making process related to the transaction that created the Conflict of Interest. The Interested Person shall leave the meeting during this discussion and shall not vote on whether the Conflict of Interest exists.
3. 3. REVIEWING A CONFLICT OF INTEREST TRANSACTION. The Board shall exercise due diligence in determining whether AAA may 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. If a transaction or arrangement is advantageous to AAA, notwithstanding the Conflict of Interest, the disinterested members of the Board shall determine whether: (i) the transaction or arrangement is in AAA’s best interest and for its own benefit; (ii) the transaction or arrangement is fair and reasonable; and (iii) whether AAA shall enter into such transaction or arrangement.
4. 4. VIOLATIONS OF THIS POLICY. If the Board has reasonable cause to believe an Interested Person has failed to disclose an actual or possible Conflict of Interest, it shall inform the Interested Person of the basis for such belief and afford the Interested Person an opportunity to explain the alleged failure to disclose. If, after hearing the Interested Person’s response and after making further investigation as warranted by the circumstances, the Board and Committee Chair determine the Interested Person has failed to disclose an actual or possible Conflict of Interest, it shall take appropriate disciplinary and corrective action.
5. 5. RECORDS OF CONFLICT OF INTEREST PROCEEDINGS. The minutes of the Board shall contain: (i) the name of the Interested Person; (ii) the nature of the possible Conflict of Interest; (iii) any action take to determine whether a Conflict of Interest was present; and (iv) the Board’s decision as to whether a Conflict of Interest in fact existed. Additionally, when voting on the transaction related to the Conflict of Interest, the minutes shall include 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 with the proceedings.