Constitution / Bylaws

Illinois ASCD

Illinois State University

Campus Box 8650

Normal, Illinois 61790

TEL:  309-438-5479

FAX:  309-438-5358

   Illinois ASCD Constitution and By-Laws

Article I - Name

The name of this organization shall be the Illinois Association for Supervision and Curriculum Development (Illinois ASCD), an affiliate of the Association for Supervision and Curriculum Development (ASCD).

Article II - Purpose

The purpose of the Illinois Association for Supervision and Curriculum Development shall be the general improvement of education through the promotion of programs and practices that will facilitate the wholesome development of all persons involved in educational efforts.  Specifically, Illinois ASCD shall:

Promote cooperative curriculum planning and decision making within and among all levels of education;

Develop and sustain communication and partnerships with and among those professional groups directly involved in improvement of curriculum and instruction;

Encourage research, evaluation, and theory development in instruction, curriculum, assessment, supervision, and other areas affecting learning;

Disseminate information of educational “best research-based practices”;

Provide opportunities for persons involved in curriculum and supervision to become familiar with newly marketed books, materials, and teaching aids;

Identify, study, evaluate, and disseminate information concerning issues in supervision, curriculum, instruction and assessment;

Express a position on issues and problems affecting curriculum development and supervision, especially in Illinois.

All of the foregoing purposes and objectives for the Illinois Association for Supervision and Curriculum Development shall be deemed to be for the purpose of improving curriculum development and supervision in the schools of Illinois.

All activities shall be conducted in a manner consistent with requirements of the Internal Revenue Code and regulations relating to organizations Section 501(c) (3) of the Code, as now or hereafter amended.

Article III - Membership

Section 1. There shall be five classes of membership: professional, honorary, complimentary, student, and retired professional.

Section 2. Any person who is desirous of promoting the interest of the Illinois ASCD and sharing in its work shall be eligible for membership, and may become a professional member by paying the annual dues as provided in the By-Laws.  A professional member shall be entitled to vote, hold office, participate in discussions, and receive such publications as may be provided for the dues paid.

Section 3. Honorary membership may be granted to a person who, over a period of years, has rendered outstanding service to the Association in the field of education.  This membership shall be recommended by the Board of Directors and approved by the Association at an annual meeting.  An honorary member shall be entitled to all the rights and privileges of professional members, but shall be exempt from the payment of dues.  An honorary membership shall be awarded for life.

Section 4. A complimentary membership may be granted to a person in recognition of that person's office or current position of leadership in education.  This membership shall be recommended by the President and approved by the Board of Directors for a period not to exceed one year.  A complimentary member shall be entitled to all the rights and privileges of professional membership with the exception of voting and holding office.

Section 5. Full-time students, upon written endorsement of their faculty advisor, may become student members.  Student members shall pay no more than 50% of the annual dues and are entitled to all rights and privileges of professional members.

Section 6. Individuals who have retired from the education profession shall pay no more than 50% of the annual dues and are entitled to all rights and privileges of professional members. Any individual who has been a member of the Association for 15 consecutive years and has retired from full-time educational service shall, upon application, be a retired professional member of the Association, entitled to all the rights and privileges of professional membership and shall pay no more than 50% of the annual dues.

Section 7. The Illinois Association for Supervision and Curriculum Development seeks members who represent diversity by gender, age, job assignments and responsibilities, ethnicity, geographic location, and perspective.

Article IV - Officers

Section 1. The officers of the Association shall be a President who shall be the retiring President-Elect; Immediate Past President who shall be the retiring President; a President-Elect; a Secretary; a Treasurer, and an appointed Executive Director.

Section 2. The President shall serve for a term of two years. The President-Elect and Immediate Past President shall serve for a term of two years.  The Secretary and the Treasurer shall serve for a term of two years.  No person may succeed himself or herself in the six-year cycle of President-Elect, President, and Immediate Past President without the intervening period of at least one year.  The Secretary and the Treasurer shall be elected in alternate years.

Section 3. Only those persons who have served as a member of the Board of Directors, for at least two years, shall be eligible for the office of President-Elect.

Section 4. Only professional members in good standing, honorary members, and retired professional members shall be eligible to hold office.  All representatives to the ASCD Leadership Council must have been dues paying members of ASCD for at least three years prior to holding office.

Section 5. In the event the Illinois representative(s) to the ASCD Leadership Council is/are unable to fulfill his/her term of office, the President, with the approval of the Board of Directors, shall appoint a replacement.

Section 6. If a person elected to office is unable to assume that office, the Board of Directors shall convene within thirty (30) days after the vacancy is known to decide how best to fill the office.

Article V - The Board of Directors

Section 1. The Illinois ASCD Board of Directors shall constitute the governing body of the Association.

Section 2. The Board of Directors of the Association shall consist of the officers, regional representatives, a maximum of twenty appointed and approved chairpersons of standing committees and/or members-at-large, and any Illinois ASCD member who is a member of the ASCD Board of Directors or the Leadership Council of ASCD.

Section 3. The President shall act as Chairperson of the Board of Directors.

Section 4. The directors of the Board who serve as committee chairs or members-at-large, may serve on the Illinois ASCD Board for a total of four consecutive years.  After rotating off and leaving the Board for one full year, the Committee Chair or member-at-large may return to serve on the Board for another four year rotation.  The initial rotation will begin with one half of the committee chairs and/or members-at-large serving for two years so that the rotation may proceed in a timely manner with half of the Board remaining to maintain stability and leadership.

Article VI - Executive Committee

An Executive Committee shall be composed of the officers of the Association and the Executive Director as a non-voting member.  The Executive Committee shall function to advise the President on matters concerning the Association.

Article VII - Amendments

This Constitution may be amended at any annual meeting for the transaction of official business by a vote of two-thirds of the professional, honorary, and retired professional members present.  The amendment shall be submitted in writing to the membership at least thirty days prior to an annual meeting.

Article VIII - By-Laws

Details of the activities of the Association shall be regulated by the By-Laws.  These may be amended (1) at any annual meeting for the transaction of official business by a majority vote of the professional, honorary, and retired professional members present; or (2) by a mail vote of two-thirds of the professional, honorary, and retired professional members replying through a communication media (e.g., letter ballot, e-mail ballot), provided, in either case, that the notice has been given at least thirty days in advance.

The Board of Directors of Illinois ASCD is a policy-making body.  Along with the Illinois ASCD Constitution and By-Laws, the policies promulgated by the Board of Directors shall serve as a guide for the governance of Illinois ASCD.  Prior to adoption, policies must be reviewed by members of the Governance Committee to the Board, and policies require two separate readings at two Board meetings prior to adoption by the Board of Directors.  If a policy needs to be acted upon immediately, the Board may approve the policy on the first reading.  The Executive Director shall develop procedures to implement the policies of the Board of Directors.

Article IX - Assets on Liquidation

No part of the net income, revenue, and grants of the Association shall inure to the benefit of any member, officer, or any private individual (except that reasonable compensation may be paid for services rendered in connection with one or more of the Association’s purposes); and no member, officer, or any private individual shall be entitled to share in the distribution of any of the assets of the Association on its dissolution or liquidation.  In the event of such dissolution or liquidation, the assets of the Association, after payment of debts and obligations, shall be transferred to an organization with federal tax exemption for charitable and educational uses and purposes similar to those of this Association. The exempt organization shall be designated by the final Board of Directors of the Association.

BY-LAWS

Article I - Membership Dues

Dues for professional members of the Illinois ASCD shall be established at an annual meeting for transaction of official business by a majority vote of the professional, honorary, and retired professional members present.  Dues shall be for one calendar year counting from the first day of the month in which the person's membership is processed.

Special assessments may be made by a vote of two-thirds of the members present at any regular meeting of the Association.  Honorary, retired professional, and complimentary members shall be exempt from payment of dues and special assessments.

Article II - Membership Year

The period of membership of each person who joins the Association and pays annual dues shall begin on the first day of the month their dues are received, and end one year later.  Members shall be entitled to receive only those publications of the Association that appear within the year for which their annual dues are paid.

                                                                             Article III - Member Removal

Section 7.  The Board of Directors may, by vote of two-thirds of the Board present, initiate the removal of any member at a regular meeting. The proposed removal of the president requires 30 day notice prior to the regular meeting at which the vote will take place.

Article IV - Fiscal Year

The fiscal year shall begin July 1 of any given year and continue through June 30 of the succeeding year.  The budget shall be constructed to correspond with the dates of the fiscal year.

Article V - Meetings

Section 1. The Association shall hold at least one meeting annually at a place approved by the Board of Directors.  Members of the Association shall receive at least 30 days notification of such meeting.

Section 2. The President shall call a meeting of the Board of Directors at the time of the Annual Meeting.

Section 3. The President shall call meetings of the Board of Directors as needed, but no fewer than four each year, to plan and conduct the work of the Association.

Article VI - Quorum

Twenty-five professional, honorary, and retired professional members of the Association shall constitute a quorum at the Annual Meeting for the transaction of business.  Any eight members of the Board shall constitute a quorum of the Board of Directors, and they, or the President, may call such meetings as the welfare of the Association may indicate.

Article VII - Elections

Section 1. Officers for Illinois ASCD shall be elected by ballot by the entire membership of the Association as follows: (1) a nominating committee appointed by the President and approved by the Board of Directors shall submit a ballot containing two or more nominees for each office to be filled; (2) a space shall be provided on the ballot whereby any  member may vote for another person of his/her choice for each office, if he/she so desires, by writing in that person's name; (3) ballots shall be submitted by mail to the members of the Association not later than April 1 of each year with instruction to return them not later than April 30 of that year; (4) the persons receiving the largest number of votes for the respective office shall be declared elected immediately and shall take office July 1 following the election, and will end June 30 of the year their term ends; and (5) the President-Elect shall be installed as President at the meeting of the Board of Directors held in the Spring.

Section 2. Regional Representatives from the 21 Illinois Regions affiliated with Illinois ASCD shall be selected for a two-year term by such means as each Region deems appropriate. 

Section 3.  The two positions as guaranteed State Representative to the International ASCD Leadership Council and the one proportional representative to that same council shall be filled by individuals elected as Illinois ASCD president-elect and continue throughout their six-year commitment as president-elect, president and past president.

If the number of Affiliate Representatives to ASCD Leadership Council to which Illinois (the Illinois ASCD) is entitled shall be increased (changed), the President, with approval of the Board of Directors, shall first appoint the Executive Director as a proportional representative.  

Section 4.  A tie vote for any office shall be eliminated by the Board of Directors declaring the winner.

Article VIII - Duties of Officers

Section 1. The President shall preside at all meetings of the Association and the Board of Directors.  The president shall be one of the guaranteed Affiliate Representatives to the ASCD Leadership Council. (See Article VI, Section 3)  He/she shall make appointments to all committees, selection of members-at-large, and shall perform all other duties pertaining to the office.

The President shall call a meeting of the Board of Directors at the time of the Annual Meeting.  The President shall call other meetings of the Board of Directors as needed, but no less than four (including the Annual Meeting) to plan and conduct the work of the Association.

Section 2. The President-Elect shall serve as parliamentarian at all meetings of the Board of Directors and the Annual Meeting and shall be an ex-officio member of all committees.  (See Article VI, Section 3)

Section 3. The Immediate Past-President shall perform all duties usually performed by the President when the President is unable to perform those duties, shall be one of the guaranteed state representatives to the ASCD Leadership Council during his/her term as Past President, and shall be one of the guaranteed Affiliate Representatives to the ASCD Leadership Council   (See Article VI, Section3)

Section 4. The Secretary shall record the minutes of all meetings of the Association and all meetings of the Board of Directors.

Section 5. The Treasurer shall be responsible for the safekeeping of all monies belonging to the Association.  He/she shall be required to approve all checks for payment of bills except those checks drawn on revolving funds authorized by the Board of Directors to be used in the office of the Executive Director.  In cooperation with the Executive Director, he/she shall prepare a tentative budget that shall be submitted for adoption by the Board of Directors at a meeting prior to the end of the current fiscal year.

The Treasurer shall provide bond in an amount set by the Board of Directors to indemnify the Officers, Executive Director and other employees of the Association.  The bond shall be on file in the office of the Association.  Cost of the bond shall be borne by the Association.

The Treasurer will chair a finance committee consisting of the organization’s President, two board members appointed by the President, and the Executive Director as an ex-officio member.  The purpose of the committee is to review the budget and audit, and recommend corrective action to the Board of Directors.

Section 6. Illinois ASCD grants authority to the Executive Director, Treasurer and/or President to sign contracts, as long as the financial implications of the contract are included in the organization’s budget.  If the financial implication of signing a contract is not included in the organization’s budget, the Board of Director’s or Executive Committee’s approval is required before authority to sign contracts is given.

Section 7.  The Board of Directors may, by vote of two-thirds of the Board present, initiate the removal of any officer at a regular meeting. The proposed removal of the president requires 30 day notice prior to the regular meeting at which the vote will take place.

Article IX – Executive Director

The administration and management of the association shall be in a salaried staff member, employed by and directly responsible to the Board of Directors.  That person shall have the title of Executive Director.  The Executive Director shall be appointed by the Board of Directors, upon recommendation of a candidate by the Executive Committee, and shall hold office at the pleasure of the Board of Directors.  The Executive Director shall be the chief staff executive and operating officer of the association, with responsibility for the management and direction of all operations, programs, activities and affairs of the association.  These responsibilities include employment, termination, and compensation of members of personnel within the framework of the budget, policies, and programs as generally determined by the Board of Directors.  The Executive Director shall have the same authority and responsibility as the Treasurer for making disbursements of association funds to conduct the normal business of the association.  The Executive Director shall have such other duties as described in the Executive Director’s job description or perform other duties as assigned by the Board of Directors or the Executive Committee.  The Executive Director shall serve as an ex-officio member on all committees of Illinois ASCD.  The Executive Director shall not have voting power on the Board of Directors or any of its committees. 

The Board of Directors shall conduct an annual evaluation of the executive director's performance.  The purpose of the evaluation is to provide affirming and corrective feedback for the purpose of decisions about contract continuation or dismissal.

The Board of Directors, by a vote of two-thirds of the Board present, at a regular meeting, shall determine the continuation of the executive director's contract and shall establish an annual compensation for the executive director.

Article X- Duties of the Board of Directors and Executive Committee

Section 1. The Board of Directors shall (1) formulate and approve the policies for the association; (2) adopt an annual budget; (3) have the power to fill vacancies in offices on the recommendation of the President until the next election; (4) be the custodian of the property of the Association; (5) have the power to make contracts; (6) employ and annually evaluate the performance of the Executive Director; (7) approve the appointment of standing, special committees and members-at-large; (8) be responsible for the collection and distribution of material to the membership; (9) formulate plans for study and investigation and be responsible for the time, place, program, and other arrangements of the Annual Meeting; and (10) approve any changes to the officers’ job descriptions (standard operating procedures), Executive Director’s job description or purposes and responsibilities of committee chairs and members-at-large. Such job descriptions must be approved by the Board of Directors.

Section 2. The Executive Committee shall implement policies approved by the Board of Directors for Illinois ASCD, and shall assume other duties of the Board of Directors in the intervals between meetings of that body.  These other duties shall be limited to: Article VI. Section 6. financial implications of signing a contract that is not included in the organization’s budget and Article IX. Section 2. as stated in numbers (5) have the power to make contracts; (8) be responsible for the collection and distribution of materials to the membership and (9) formulate plans for study and investigation and be responsible for the time, place, program, and other arrangements of the Annual Meeting.  As stated in these articles, the Executive Committee is also a recommending committee.  Any action taken by the Executive Committee on the Board’s other duties must be reported and approved by the Board of Directors at their next meeting.  The Secretary will take minutes at each committee meeting, and the minutes will be distributed to all Board members.

The President of Illinois ASCD shall chair the Executive Committee.   The Executive committee shall: (1) be responsible for meeting together to review the agenda items and information prior to the Board of Directors meeting; (2) discuss members who can direct the development of various committees for recommendation at the Board of Directors meeting; (3) assist the President with available information and resources to enhance the productivity at the official Board of Directors meetings; (4) make recommendations to consolidate items on the agenda for efficient use of Board of Directors' time; and (5) shall require a review of the Constitution and By-Laws at least once in every six years.

Section 3.  The Board of Directors may, by vote of two-thirds of the Board present, at a regular meeting, initiate the removal of any Board member whenever, in the Board's judgment, the best interests of the Association would be served. Notice of removal shall be given in writing to the Board member by the secretary not more than 10 days subsequent to such action.

Article XI - Indemnification

Every director, officer or employee of the association shall be indemnified by the association against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such director, officer or employee in connection with any proceeding to which such director, officer or employee may be made a party or in which such director, officer or employee may become involved by reason of being or having been a director, officer or employee of the association, or any settlement thereof, whether or not such director, officer or employee is a director, officer or employee at the time such expenses are incurred, except in such cases wherein the director, officer or employee is adjudged guilty of willful misfeasance in the performance of the duties of the office or employment.  In the event of a settlement, the indemnification herein shall apply only when the Board of Directors approves such settlements and reimbursement as being for the best interest of the association.  The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director, officer or employee may be entitled.

Article XII – Committees

Section 1.  The President shall annually appoint such standing, special or subcommittees as may be required.  The President may appoint up to a maximum of twenty committee chairpersons who may be voting members on the Board of Directors, but the number of committee chairpersons appointed must be one less of the total of the officers and Regional Representatives.  Prior to appointing the committee chairperson, the President must review the current and possible future activities of the committee to determine the need for the committee.  All committee chairpersons must be professional members of Illinois ASCD, and will serve no more than three consecutive years unless extended assignment is approved by the Board.

Section 2.  The Executive Committee is described in the Constitution in Article VI and the By-Laws in Article IX – Section 2.

Section 3.  The chairpersons of standing or special committees shall be members of the Board of Directors, in the case of co-chairs, only one co-chairperson appointed by the President can be a member of the Board of Directors.  The chair will serve no more than four consecutive years unless extended assignment is approved by the Board.

Section 4.  The President and/or committee chairpersons will appoint members to the committees.  All committee members must be professional members of Illinois ASCD.  The President-Elect and Executive Director are ex-officio members of all Illinois ASCD committees.

Section 5.  Committees are expected to carry out their activities in a manner consistent with the Constitution, By-Laws and mission of the Association.  If a standing or special committee is inactive, the President will not recommend a committee chair appointment to the Board of Directors, and upon approval by the Board of Directors, the committee will be dissolved.

Section 6.  Committees are required: to have a minimum of two meetings per year, provide a committee member list to the Executive Director and provide annual report of committee activities to the Executive Director according to the strategic plan.

Article XIII –Geographic Regions

Section 1. Purposes

The State of Illinois is divided into geographic regions with Regional Representatives who are members of the Illinois ASCD Board of Directors and Communication Liaisons who work together to promote the purposes of Illinois ASCD:

§         To achieve communication with educators from every region in the state;

§         To promote membership in Illinois ASCD;

§         To serve as effective channels of communication between their local constituency and Illinois ASCD;

§         To work together with other committees, as needed, to study, discuss and network about areas and the business of education: teaching, learning, and influence.

Section 2: Membership

Members may be any individual educator, educational institution or organization which serves or takes an interest in local, state and/or national issues in education.  Each geographic region will have a Regional Representative and one or more Communication Liaisons. Regional Representatives must be members of Illinois ASCD. Communication Liaisons and other educators are encouraged to become members of Illinois ASCD. Anyone who is a member of Illinois ASCD is automatically a member of his or her respective geographic region.

A standing committee of Illinois ASCD will be made up of Regional Representatives from across the state and will be facilitated by the Regional Representative Network chairperson.

Section 3.  Roles and Responsibilities.  

The Regional Representative Network Committee, in conjunction with the Illinois ASCD board of directors, will appoint a Regional Representative for each geographical region, to communicate with specific member entities on issues relating to influence/teaching and learning. 

The Regional Representative shall serve as a voting member of the Illinois ASCD Board of Directors during his/her term and must be a member of Illinois ASCD. 

Responsibilities of the Regional Representatives include but are not limited to:

·         Encouraging Illinois ASCD membership to educators in their local regions;

·         Assisting with professional development;

·         Being a voting member of the Illinois ASCD board of directors and attend board meetings and the annual leadership retreat;

·         Disseminating information from Illinois ASCD board meetings or other sanctioned Illinois ASCD activities to local school districts or other regional members through the Communication Liaisons;

·         Being a two-way communication vehicle between the local Communication Liaisons and Illinois ASCD members regarding Illinois ASCD or any educational issues.

·         Keeping the Illinois ASCD board of directors apprised of pertinent information regarding personnel issues (e.g., job vacancies, job promotions) and district program awards/recognition within the local Regional District.

·         Communicating regularly with Illinois ASCD Executive Director, Regional Representative Network Chairperson and Communication Liaisons.

Each Regional Representative, with the assistance of the Illinois ASCD Board of Directors and the Regional Representative Network Chairperson would appoint one or more Communication Liaisons.

Responsibilities of the Communication Liaison include but are not limited to:

·         Encouraging Illinois ASCD membership within individual educational entities;

·         Being a two-way communication vehicle between the local Regional Representative and their own and other educational entities regarding Illinois ASCD or any educational issues.

·         Being vehicles of influence within their educational entity or other entities regarding Illinois ASCD sanctioned issues.

Section 4.  Affiliate Region and Status.  

The Regional Representative Network and the board of directors of Illinois ASCD will recommend, monitor (and reorganize, when necessary) the regions according to geography and population.

All regions should, when possible, have an active Regional Representative who is a member of Illinois ASCD and one or more Communication Liaisons who are encouraged to be members of Illinois ASCD.  These members will abide by the activity listed in Section 3.

Members of the regions will organize their region in whatever way most  appropriately serves their population.  No constitution, by-laws or membership/program requirements will be necessary to be a regional district, but may be continued and implemented if the regional members deem it  appropriate.                                                                                                                                                                              

The Executive Director will distribute, annually, the Illinois ASCD regional membership list to each Regional Representative who may use the list for more effective communication within the individual region and for its members.

Section 5: Term of Office. 

Term of office for Regional Representatives would coincide with the Illinois ASCD  committee chairperson and/or members-at-large appointments and could be renewable, when it best serves a local region.

There is no term limit for Communication Liaisons who could represent any educational entity in the region.

Section 6.  Reorganization of Region 

If at any time a local region deems it necessary to reorganize its boundaries, allowances will be made to disaffiliate a region, add a region and/or reorganize multiple regions.  This would be done in conjunction with the Regional Representative Network Chairperson and the Illinois ASCD Board of Directors.

Article XIV - Partnerships

In order to further the common goal of educators and give strength in numbers to Illinois ASCD, the Board of Directors will actively seek partnerships with other professional organizations.  A major function of partnerships shall be the designation and implementation of mutually advantageous objectives and activities.  Partnerships, present or future, shall not alter the autonomous character of each organization nor render any organization responsible for the acts of the other.

Section 1. Professional organizations having similar concerns for supervision and curriculum development may become  partnered with Illinois ASCD by petitioning the Board of Directors through the President at least thirty (30) days prior to the meeting of the Board.  The organization shall submit with the petition the title and purpose of the organization, the constitution and by-laws, a statement of the purpose of their objectives of the partnership, a list of the professional positions of the organizations, and a list of the names and addresses of the officers.

Section 2. Illinois ASCD Board may consider partnering with other professional organizations having similar interests for supervision and curriculum development.  The purpose of the organization, the constitution and by-laws, a statement of purpose of Illinois ASCD objectives of affiliation, and a list of the names and addresses of the officers shall be presented to the Illinois ASCD Board.

Section 3. A majority vote of Illinois ASCD Board of Directors at any meeting for the transaction of business is required for either of the above-mentioned partnerships.

Article XV - Parliamentary Procedures

Robert's Rules of Order, Revised, shall be the authority governing all matters of procedures not otherwise specified in the constitution or these by-laws.

Article XVI - Code of Ethics

(edited version from ASCD document)

Illinois ASCD's mission can only be realized through a common code of ethics upheld by our officers, Board of Directors, and staff.

     a.  We expect integrity, honesty, and trustworthiness in our work; courage in our decisions; and dedication to ASCD's values and beliefs.

     b.  We expect responsible action on behalf of the organization and accountability to our constituents and to one another.

     c.  We expect to be treated and to treat others with respect.  We respect the opinions of and the differences among individuals.

     d.  We expect fairness to be evident in our actions internally and externally.  We are equitable in our decisions and mindful of their impact on other groups and people.

     e.  We expect our action to demonstrate our care for others and community as a whole.  We care about the well-being of each other, the community, and Association.

Article XVII - Conflict of Interest

(edited from ASCD document)

To avoid conflict of interest, at the time an action or policy is under consideration, each officer, Board member, and all elected or appointed officials, shall inform the Board of Directors or any position currently held or held in the past, of any investment, and of any business avocational activity that may result in a possible conflict of interest or bias for or against the particular action or policy.

Officers, directors, or staff members shall abstain from participating in the review of or from voting on any action in which they have a direct or indirect interest.  The person having the conflict retires from the room in which the Board of Directors is meeting but provides any and all relevant information.  The minutes of the meeting reflect that the conflict of interest was disclosed and that the interested person was not present during the final discussion and did not vote.

Effective Date: December 03, 2007