§ 19-A — Conflict of interest policy

§ 19-a. Conflict of interest policy. (a) Except as provided in\nsubdivision (d) of this section, the board of every rural electric\ncooperative shall adopt, and oversee the implementation of, and\ncompliance with, a conflict of interest policy to ensure that its\ndirectors, officers and employees act in the cooperative's best interest\nand comply with applicable legal requirements.\n (b) The conflict of interest policy shall include, at a minimum, the\nfollowing provisions:\n (1) a definition of the circumstances that constitute a conflict of\ninterest;\n (2) procedures for disclosing a conflict of interest or possible\nconflict of interest to the board or to a committee of the board, and\nprocedure for the board or committee to determine whether a conflict\nexists;\n (3) a requirement that the person with the conflict of interest not be\npresent at or participate in the board or committee deliberation or vote\non a matter giving rise to such conflict, provided that nothing in this\nsection shall prohibit the board or a committee from requesting that the\nperson with the conflict of interest present information as background\nor answer questions at a committee or board meeting prior to the\ncommencement of deliberation or voting relating thereto;\n (4) a prohibition against any attempt by the person with the conflict\nto influence improperly the deliberation or voting on the matter giving\nrise to such conflict; and\n (5) a requirement that the existence and resolution of the conflict be\ndocumented in the cooperative's records, including in the minutes of any\nmeeting at which the conflict was discussed or voted upon.\n (c) The conflict of interest policy shall require that prior to the\ninitial election of any director, and annually thereafter, such director\nshall complete, sign and submit to the secretary of the cooperative or a\ndesignated compliance officer a written statement identifying, to the\nbest of the director's knowledge, any entity of which such director is\nan officer, director, trustee, member, owner (either as a sole\nproprietor or a partner), or employee and with which the cooperative has\na relationship, and any transaction in which the cooperative is a\nparticipant and in which the director might have a conflicting interest.\nThe policy shall require that each director annually resubmit such\nwritten statement. The secretary of the cooperative or the designated\ncompliance officer shall provide a copy of all the completed statements\nto the president of the board.\n (d) A rural electric cooperative that has adopted and possesses a\nconflict of interest policy pursuant to federal, state or local laws\nthat is substantially consistent with the provisions of subdivision (b)\nof this section shall be deemed in compliance with provisions of this\nsection.\n (e) Nothing in this section shall be interpreted to require a rural\nelectric cooperative to adopt any specific conflict of interest policy\nnot otherwise required by this section or any other law or rule, or to\nsupersede or limit any requirement or duty governing conflicts of\ninterest required by any other law or rule.\n