By-Laws & Policies
Article I. Purpose
The purpose of the American Bankruptcy Institute is to support the analysis of insolvency issues, both in the United States and internationally; to provide a source of education regarding these issues; and to serve as a forum for the exchange of ideas among participants in the insolvency process.
Article II. Offices
The principal office of the American Bankruptcy Institute (the “Institute”), a nonprofit corporation of the State of Virginia, shall be located in the State of Virginia. The Institute may have other offices, either within or without the State of Virginia, as the Board of Directors (the “Board”) may determine or as the affairs of the Institute may require from time to time. The Institute shall have and continuously maintain in the State of Virginia a registered office and a registered agent whose address is identical with such registered office as required by the Virginia Nonstock Corporation Act.
Article III. Members
Section 1. Classes of Members. The Institute shall have such classes of members as shall be designated by the Board. The designation of such classes and the qualifications and rights of the members of such classes shall be as follows:
Founding Members. Members that made a contribution of $1,000 or more to the Institute within one year prior to or after the date of adoption of the Institute’s initial By-Laws shall be deemed Founding Members and may have such other rights and benefits as determined by the Board from time to time. The names of the Founding Members are: Richard Gitlin, Judge William L. Norton, Jr., Mel Peters, Vernon Teofan, Chuck Vihon, David Vienna, L.E. Creel and Harry Dixon.
Members. Members are all persons who have requested membership and made any payment required by the Board in connection therewith. Members are entitled to such rights and benefits as the Board may determine.
Honorary Members. Members, who because of their qualifications and standing in the legislative branch, judicial branch or executive branch of government; in the field of law; or in commercial, financial, or academic endeavors, shall be made Honorary Members for such periods and entitled to such rights and benefits as may be determined by the Board from time to time.
Section 2. Election of Honorary Members. The Board may elect Honorary Members of the Institute. An affirmative vote of two-thirds of the Directors shall be required for election.
Section 3. Termination of Membership. The Board, by affirmative vote of two-thirds of all of the Directors in attendance at any meeting at which there is a quorum, or by written consent of the majority of all Directors, may terminate the membership of any member of the Institute, with or without cause. Absent a specific waiver by the Executive Committee, non-payment of dues after a period of fourteen months shall be deemed a voluntary resignation of membership.
Section 4. Resignation. Voluntary resignation as a member or from any Committee or as an Officer or Director shall be accomplished by tender of a written notification delivered to the Office of the Institute, any Officer of the Institute, or to its Executive Director.
Section 5. Transfer of Membership. Membership in the Institute may not be assigned or transferred.
Article IV. Board of Directors
Section 1. General Powers. The affairs of the Institute shall be supervised by its Board of Directors. The responsibility of the Board shall be to generally determine policy and planning, elect all Officers, elect Directors of the Institute, elect the four (4) at-large members of the Executive Committee and approve annual budgets proposed by the Executive Committee. Directors must be members of the Institute but need not be residents of the State of Virginia.
Section 2. Election, Removal, Number and Tenure. One-third of the Directors shall be elected at each Annual Meeting. The number of Directors shall be 60. Each Director shall hold office for a period of three years or until a successor shall have been elected and qualified. A Director, who is not a member of the Executive Committee, is eligible to be elected to the Board for one additional consecutive term. There shall be no limit on non-consecutive terms. There is no limit on the number of consecutive terms a Director may serve while serving as a Member of the Executive Committee. Any Director may be suspended but not removed, with or without cause, by the written consent or affirmative vote of nine (9) members of the Executive Committee whenever in their judgment the best interests of the Institute would be served thereby. Any Director may be removed, with or without cause, by affirmative vote of two thirds of the Directors in attendance at any meeting at which there is a quorum or by written consent of a majority of all Directors.
Section 3. Regular Meetings. The Board shall meet in the second calendar quarter of each and every calendar year (hereinafter referred to as the “Annual Meeting”) and in the fourth calendar quarter of each and every calendar year (hereinafter referred to as the “Winter Meeting”).
Section 4. Special Meetings. Special meetings of the Board may be called by a majority of all of the members of the Executive Committee at such time and place as fixed by such majority. Any action that may be taken at a special meeting may be taken through use of a conference telephone or other communications by means of which all persons participating in the meeting can effectively participate. Such participation shall be equivalent to attendance in person at such special meeting.
Section 5. Place of Meeting. The Management Committee may designate any place, within or without the State of Virginia, as the place for any Annual, Winter or Special Meeting. If no designation is made, or if a Special Meeting is otherwise called, the place of meeting shall be the registered office of the Institute in the State of Virginia.
Section 6. Notice. Notice of any special meeting of the Board, including the time and place of such meeting, shall be given at least ten (10) calendar days prior thereto by written notice delivered by overnight delivery or sent via United States mail and, to the extent available, shall also be sent by facsimile, electronic mail or similar electronic means to each Director at the address and/or numbers shown by the records of the Institute. Any notice not delivered by overnight delivery shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on grounds that the meeting was allegedly not lawfully called or convened. Except as otherwise specified in these By-Laws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.
Section 7. Quorum. Except as otherwise specified in these By-Laws, if one-half of the Directors are present at any meeting, it shall constitute a quorum for the transaction of business.
Section 8. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or by these By-Laws.
Section 9. Vacancies. Any vacancy occurring in the Board and any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board.
Section 10. Compensation. Directors as such shall not receive any stated salaries for their services, but, by resolution of the Executive Committee, a fixed sum and expenses of attendance, if any, may be allowed for attendance at any meeting of the Board. Nothing herein contained shall be construed to preclude any Director from serving the Institute in any other capacity and receiving compensation therefor.
Section 11. Informal Action by Directors. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.
Section 12. Executive Committee. Executive Committee. The Executive Committee shall have seventeen (17) members, consisting of the thirteen (13) Officers and the four (4) at-large members. The President is the presiding officer of the Executive Committee. The Executive Committee shall be responsible for the development and implementation of policy, suspension or removal or replacement of any officer or member of the Executive Committee (with or without cause), employment or termination of the Executive Director, proposal of an annual budget for presentation to the Board; and, except for fundamental changes to the Institute, shall exercise all of the powers of the Board between scheduled Board meetings, any such exercise to be treated as formal and final action by the Board without the necessity for later ratification or consent. For the purposes of this section, fundamental changes to the Institute shall mean merger or amalgamation by the Institute with another organization, the dissolution or winding up of the Institute, or other similar changes. Subject to ratification by the Board, and after consideration of nominations by the Nominating Committee, the Executive Committee shall fill any mid-term vacancy in the position of President-elect, any Vice President position and any at-large member of the Executive Committee. Any mid-term appointment pursuant to this Section 12 shall serve until the next Annual Meeting at which time the Nominating Committee shall nominate a person to be elected to a new term for the position, which nomination may be the mid-term appointee. The term of office for an at-large Executive Committee member is two (2) years. Each at-large member shall be elected by the Board at the Annual Meeting and will be eligible for election to one additional consecutive two-year term. There shall be no limit on non-consecutive terms. A quorum of the Executive Committee shall be nine (9) members. The Executive Committee shall meet in conjunction with the Annual and the Winter Meetings. Special Meetings may be called by the President, Chair, or any other three members of the Executive Committee. Meetings may be attended by all or any portion of the Executive Committee by telephone.
Section 13. Management Committee. There shall be a Management Committee consisting of the Chair, the President, the Immediate Past President, the President-elect and the Treasurer. The President shall be the presiding officer of the Management Committee. The Management Committee shall meet at least monthly. Meetings may be conducted by telephone. Management Committee meetings may be called by any member of the Management Committee or the Executive Director. Three (3) members shall constitute a quorum of the Management Committee. The Management Committee shall exercise all of the powers of the Executive Committee between Executive Committee meetings, except that the Management Committee shall not have the authority to engage or discharge the Executive Director; suspend or replace Officers, or Executive Committee members; or approve the Annual Budget. All decisions of the Management Committee, other than day-to-day operational decisions, must be ratified by the Executive Committee in order to be binding upon the Institute.
Article V. Officers
Section 1. Officers. The Officers of the Institute shall be the Chair, the President, the President-elect, the Immediate Past President, the Secretary, the Treasurer and the Vice Presidents of Membership Relations, Publications, Research, Education, International Activities, Development and Communications and Information Technology. The Executive Committee may appoint for a limited period of time not to exceed the next annual meeting of the Institute assistant officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, and such assistant officers shall not serve as members of the Executive Committee but shall have the authority to perform the duties prescribed, from time to time, by the Executive Committee. Except for the Chair, President, President-elect and Immediate Past President, all officers shall be eligible for election to two full consecutive two-year terms, which shall commence at the conclusion of the Annual Meeting during which they are elected. There shall be no limit on non-consecutive terms.
Section 2. Removal. Any Officer may be suspended, with or without cause, by the written consent or affirmative vote of eleven (11) members of the Executive Committee whenever in their judgment the best interests of the Institute would be served thereby. Any Officer or member of the Executive Committee may be removed with or without cause by affirmative vote of two-thirds of the Directors in attendance at any meeting at which there is a quorum or by written consent of a majority of all Directors.
Section 3. Chair. The Chair shall be the presiding officer of the Board of Directors. The Chair shall, in general, perform all duties incident to the office of Chair and such other duties as may be prescribed by the Board from time to time. The Chair shall serve a one-year term.
Section 4. President. The President shall preside at all meetings of the members and at all meetings of the Executive Committee, Nominating Committee and Management Committee. The President shall appoint the Chairs and Vice Chairs of the Member Committees and the members of any committees of the Board. The President may sign, with the Secretary or any other officer of the Institute authorized by the Executive Committee, any deeds, mortgages, bonds, contracts or other instruments which the Executive Committee has authorized to be executed. The President shall be responsible for the overall supervision of the Executive Director and, in general, shall perform all duties incident to the Office of President. The President shall serve a one-year term.
Section 5. President-elect. In the absence of the President at any function calling for an appearance by the President, the President-elect shall perform the duties of the President at that function. In the event of the President’s resignation, death, suspension, removal or refusal to act, the President-elect shall assume the office of President, with all of its powers, duties, and restrictions. The President-elect shall perform such other duties as from time to time may be assigned by the President or by the Executive Committee of the Board. The President-elect shall be elected for a one-year term at the Annual Meeting. At the completion of such one-year term, the President-elect shall become President without further action or vote.
Section 6. Immediate Past President. In the absence or resignation of the Chair, or in the event of removal, suspension, inability, incapacity or refusal to act, the Immediate Past President shall perform the duties of the Chair, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chair. The Immediate Past President shall assist in the supervision of the business and affairs of the Institute. The Immediate Past President shall perform such other duties as may be prescribed by the President from time to time. The Immediate Past President shall serve a one-year term, and at the conclusion of such term shall become Chair without further action or vote.
Section 7. Vice President for Development. The Vice President for Development shall be responsible for the supervision of funding for the endowment fund and similar fund-raising projects. The Vice President for Development shall perform such other duties as assigned by the President from time to time.
Section 8. Vice President for Membership. The Vice President for Membership shall be responsible for the Institute’s membership efforts and services. The Vice President for Membership shall perform such other duties as assigned by the President from time to time.
Section 9. Vice President for Education. The Vice President for Education shall be responsible for the educational activities of the Institute. The Vice President for Education shall perform such other duties as assigned by the President from time to time.
Section 10. Vice President for Research and Grants. The Vice President for Research and Grants shall be responsible for the research activities of the Institute and grants from the Endowment Fund. The Vice President for Research and grants shall perform such other duties as assigned by the President from time to time.
Section 11. Vice President for Publications. The Vice President for Publications shall be responsible for the publications activities of
the Institute, including the Journal, the Law Review and other similar activities and shall perform such other duties as assigned by the President from time to time.
Section 12. Vice President for International Activities. The Vice President for International Activities shall be responsible for the international activities of the Institute, including international education programs and all other international relations and activities, and shall perform such other duties as assigned by the President from time to time.
Section 13. Vice President for Communications and Information Technology. The Vice President for Communications and Information Technology shall be responsible for the information technology, internet interface and media relations activities of the Institute, including design and content, statistics and information to be made available on the internet, promotion of the Instituteâ€™s mission by promoting media relations, services to the media and education on media relations to Institute Members. The Vice President for Communications and Information Technology shall perform such other duties as assigned by the President from time to time.
Section 14. Treasurer. The Treasurer shall review the preparation and maintenance of the financial records of the Institute. If required by the Executive Committee, the Treasurer shall give a bond for the faithful discharge of duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer or a designee: shall have charge and custody of and be responsible for all funds and securities of the Institute; receive and give receipts for moneys due and payable to the Institute from any source whatsoever, and deposit all such moneys in the name of the Institute in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VIII of these By-Laws; and in general perform all the duties incident to the Office of Treasurer. The Treasurer shall perform such other duties as assigned by the President from time to time.
Section 15. Secretary. The Secretary or a designee shall keep the minutes of the meetings of the members, the Executive Committee Meetings and Board meetings; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records of the Institute and ensure that the seal of the Institute is affixed to documents as required by law; ensure that the Institute maintains a register of the contact information as furnished by its members; and in general perform all duties incident to the Office of Secretary. The Secretary shall perform such other duties as assigned by the President from time to time.
Section 16. Assistant Treasurers and Assistant Secretaries. If required by the Executive Committee, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board shall determine. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned by the Treasurer, the Secretary, the Chair or the President.
Section 17. Nominating Committee. The President and President-elect shall be members of a seven-person Nominating Committee, and each shall appoint two Directors, thus constituting six of the seven persons. The seventh person may be the Chair or such Director as the Chair may appoint in its stead. Except for the President, President-elect and Chair, members of the Nominating Committee shall not be Executive Committee members. All such appointments shall be for a one-year term. The President shall serve as Chair of the Nominating Committee. The Nominating Committee shall make nominations for Directors, Officers and Executive Committee members, including any nominees to fill vacancies in any position.
Article VI. Member Committees
Section 1. Committees. Member Committees and Task Forces shall be created by the Executive Committee in order to advance the purpose of the Institute. The Executive Committee may limit the membership of any Member Committee or task force to aid in its orderly functions. The powers and authority of each Member Committee shall be limited to those powers delegated by the Executive Committee.
Section 2. Chairs and Vice Chairs. Except to the extent provided otherwise by these By-Laws, the President shall appoint the chairs and vice chairs of Member Committees and task forces.
Section 3. Vacancies. Vacancies in the membership of any committee, task force or the chair and/or vice chair of any member committee or task force may be filled in the same manner as provided in the case of the original appointments.
Section 4. Quorum. Unless otherwise provided by the Executive Committee, or these By-Laws, a majority of the committee members present shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 5. Rules. Each committee may adopt rules for its own governance not inconsistent with these By-Laws or with rules adopted by the Board.
Article VII. Contracts, Checks, Deposits and Funds
Section 1. Contracts. The Executive Committee may authorize any officer or officers, agent or agents of the Institute, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Institute, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Institute shall be signed by such Officer or Officers, agent or agents of the Institute and in such manner as shall from time to time be determined by resolution of the Executive Committee. In the absence of such determination by the Executive Committee, such instruments shall be signed by the Executive Director, the Treasurer or an Assistant Treasurer and countersigned by any Officer of the Institute.
Section 3. Deposits. All funds of the Institute shall be deposited from time to time to the credit of the Institute in such banks, trust companies or other depositories as the Executive Director, the President, the Treasurer or Executive Committee may select.
Section 4. Gifts. The Board or the Executive Committee may accept on behalf of the Institute any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Institute.
Section 5. Endowment Fund. Funds contributed to the Institute and designated for the Endowment Fund shall be unrestricted assets of the Institute, available for expenditure for any purpose authorized by the corporate charter, these By-Laws, and applicable law. Notwithstanding the unrestricted nature of the funds contributed to the Institute and designated for the Endowment Fund, such funds shall be kept in one or more accounts that are segregated from other funds of the Institute. The Executive Committee is authorized to direct the investment of the Endowment Fund and shall designate by continuing or by annual resolution the income that may be expended by the designated committee for purposes defined in a Mission Statement approved by the Board of Directors. Expenditure of the principal (but not interest thereon) of Funds contributed to the Institute and designated for the Endowment Fund shall require a 2/3 vote of the Board of Directors.
Article VIII. Books and Records
The Institute shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board and committees having any of the authority of the Board, and shall keep at the registered or principal office a record giving the names and addresses of the members. All appropriate books and records of the Institute shall be subject to outside audit by an independent auditor appointed by the Executive Committee.
Article IX. Fiscal Year
The fiscal year of the Institute shall begin on the first day of January and end on the last day of December in each year.
Article X. Dues
Section 1. Annual Dues. The Board may determine from time to time the amount of dues payable to the Institute by members.
Section 2. Payment of Dues. Dues shall be payable on an annual basis and be renewable at the end of a twelve (12) month period of time.
Section 3. Default and Termination of Membership. When any member of any class shall be in default in the payment of dues for a period of fourteen (14) months from the beginning of the period for which such dues become payable, membership may be terminated in the manner provided for in these By-Laws.
Article XI. Seal
The Board shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal American Bankruptcy Institute.”
Article XII. Waiver of Notice
Whenever any notice is required to be given under the provisions of the Virginia Nonstock Corporation Act or under the provisions of the articles of incorporation or the By-Laws of the American Bankruptcy Institute, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article XIII. Executive Director
The Executive Committee shall hire an Executive Director who shall be responsible for the daily operations of the Institute, including without limitation the engagement and termination of administrative personnel.
Article XIV. Amendments to By-Laws
These By-Laws may be altered, amended or repealed and new By-Laws may be adopted only by a two-thirds majority of the directors present at any regular meeting or at any special meeting of the Board, if at least ten (10) days’ notice is given of intention to alter, amend or repeal or to adopt new By-Laws at such meeting, which notice shall set forth the substance of the proposed action.
ABI recognizes and appreciates the time and effort that its volunteer leaders give in support of the activities of the organization, particularly given the busy schedules of these leaders. ABI is committed to policies that support the active and full participation of such leaders. In order to provide optimal participation by ABI leaders in the meetings and related activities of ABI and in recognition of the need to provide sufficient notice of non-special meetings of the Board of Directors, the Executive Committee of the Board, Board committees, member committee chairs and other significant meetings of ABI leaders as determined by the Executive Director, which meetings are to be held in conjunction with the Annual Spring Meeting or Winter Leadership Conference (collectively, Meeting(s)), every effort will be made to meet the following protocol:
- At least ninety (90) days prior to the scheduled meeting date, notice of Meeting dates should be provided to the Board member, Executive Committee member, Board committee member, member committee chair or other invitees to such Meeting. Such information may be provided via e-mail or ordinary U.S. Mail and will include the room location and time for the Meeting, if available. If not available, the location and time shall be provided as soon as practicable thereafter.
- The agenda of matters to be considered at a Meeting should be provided at least fifteen (15) days in advance of the Meeting.
- The regular meetings of the Board occur the afternoon of the opening reception of both the Annual Spring Meeting and the Winter Leadership Conference. Since those dates are set more than twelve months in advance, the specific room location, time and agenda are the only additional information necessary to comply with this protocol.
This protocol is intended to facilitate as much advance notice as is practical of Meetings and their subject matter. Accordingly, this protocol recognizes that at times advance information regarding Meetings or the matters to be discussed at Meetings will be less than ninety (90) and fifteen (15) days, respectively. Nonetheless, every effort will be made to meet the time frames stated herein.
 Notice of special meetings of the Board is governed by the By-Laws.
The purpose of this conflicts of interest policy is to protect the interest of the American Bankruptcy Institute (“ABI”) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of the ABI, or a member of the ABI staff who is acting in an advisory capacity to the Board or a Board Committee (as defined in the ABI by-laws and hereinafter “Board Committee”). This policy is intended to supplement but not to replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations.
Interested Person. Any Director, Officer, member of a Board Committee, Executive Director, Deputy Executive Director, advisor to the Board or a Board
Committee, or staff member participating in a Board Committee’s decision-making who has a direct or indirect financial interest, as defined below, is an interested person. Financial Interest. Except as set forth in the “Excluded Interests” provisions below, a person has a financial interest if the person has, directly or indirectly, through business, or activities of other members of their respective employers or firms:
- an ownership or investment interest in any entity with which the ABI has a transaction or arrangement, or
- a compensation arrangement with any entity or individual with which the ABI has a transaction or arrangement, or
- a material actual or known potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the ABI is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.
A financial interest is not necessarily a conflict of interest. A person who has a financial interest has a conflict of interest only if the appropriate Board or Board Committee determines that a conflict of interest exists.
Excluded Interests. As ABI is a member organization, supported in its activities by the financial support of its members and their respective employers, including law firms, consulting firms and other service providers to the insolvency community, it is not the intention of this policy to deem any involvement between ABI and a member or their firm to be a conflict of interest. Many firms support ABI activities through sponsorship of events, contributions to the ABI Endowment Fund, or by the volunteer time spent by the members. Such activities are not by their nature a conflict of interest. Those activities include, but are not limited to:
- corporate sponsorship of ABI;
- sponsorship of or exhibiting at programs or meetings;
- advertising in the ABI Journal;
- contributions to the ABI Endowment Fund;
- sponsorship of individual publications undertaken by ABI members;
- uncompensated time volunteered to ABI, through special projects, Board
- activities or any other task force pursuant to the authority of the President or Chairman of the Board;
- the services of Thomson West (or any affiliate) in providing publication services to ABI;
- activities involving any agency of the U.S. Government; and
- activities involving Universities and Law Schools.
Duty to Disclose
An interested person with a financial interest must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to ABI’s Executive Director, President or Chairman of the Board, or such Board Committee to whom responsibility to address potential conflicts of interest is delegated, for considering the proposed transaction or arrangement.
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 interested person shall leave the Board or Board Committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or Board Committee members shall decide if a conflict of interest exists.
Procedures for Addressing the Conflict of Interest
If a conflict of interest is determined to exist, the interested person may make a presentation at the Board or Board Committee meeting, but after such presentation, the interested person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that gave rise to the conflict of interest.
The Chair of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or
After exercising such due diligence as the Board or Board Committee deems appropriate under the circumstances, the Board or Board Committee shall determine whether the ABI 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.
If a more advantageous transaction or arrangement that would not give rise to a conflict of interest is not reasonably attainable under circumstances, the Board or Board Committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the ABI’s best interest and for its own benefit and whether the transaction is fair and reasonable to the ABI, and shall make its decision as to whether to enter into the transaction or arrangement in conformity with that determination.
Violations of the Conflicts of Interest Policy
If the Board or Board Committee has reasonable cause to believe that an interested person has failed to disclose a financial interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the Board or Board Committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary or corrective action.
DISCLOSURE; RECORDS OF PROCEEDINGS
A Board Committees shall report any disclosures, deliberations or decisions under this policy to the Board, including the specific information set forth below. The Board can then take such action with respect to such information as it deems appropriate.
Unless the Board decides that information related to this policy should remain undisclosed due to extraordinary or unusual circumstances, the minutes of the Board shall contain —
- 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, any action taken to determine whether a conflict of interest was present, and the Board’s decision as to whether a conflict of interest in fact existed; and
- 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.
Each Interested Person shall annually sign a statement which affirms that such person —
- has received a copy of the conflicts of interest policy,
- has read and understands the policy,
- has agreed to comply with the policy, and
- understands that the ABI is a nonprofit and non-partisan education organization, tax exempt under Internal Revenue Service Section 501(c)(3) and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its taxexempt purposes.
Who We Are
ABI values individual privacy and we want to give our website visitors the opportunity to know what information we collect about them and how they can limit the use of personally identifiable information beyond the purposes for which they first provided it. At all times, however, ABI reserves the right to disclose information where required by law or to comply with valid legal process (such as a search warrant, subpoena or court order), to protect ABI’s rights or property, including without limitation in the event of a transfer of control of ABI or substantially all of its assets, or during emergencies when safety is at risk.
Data We Collect and How We Use It
Personally Identifiable Information
We collect your email address if you communicate with us by email, as well as other information that you might supply voluntarily, such as survey information.
If you purchase a product or service at our site, we will also ask for your credit card number or other account number you wish to be charged. We do not give out your credit card or other account information to third parties unless you authorize us to do so or if it is necessary to fulfill our responsibilities, including, but not limited to, delivering a product or service you order.
We may use this information to respond to an email or other inquiry or request, to help improve our website and our services, to customize your experience at our website, or to send updates or notices about our organization and the products we offer that we think may be of interest to you. We may also combine this information with other generally or publicly available information to help us identify visitors’ preferences or interests. We may provide information that identifies you to companies that assist us in these activities, such as helping us fulfill your request for a product, service or information.
ABI collects information from its members (including names, addresses, business phone numbers, business fax numbers, and email addresses) for inclusion in a membership directory. Access to directory information is available only to ABI’s members on ABI’s website. Members can opt-out of being listed in the online directory by revising their member profile on the website or by contacting ABI at firstname.lastname@example.org. Further, with the members’ express approval, ABI may occasionally provide, sell, or rent limited data to third parties, including companies that offer products and services for sale to ABI’s members. This limited data includes names, job titles, companies/organizations, email and business addresses, but does not include business phone numbers or business fax numbers.
ABI also collects information from attendees of its conferences (including names, addresses, business phone numbers, business fax numbers, and email addresses). It distributes names and mailing addresses to conference attendees and some conference sponsors at each of its conferences.
ABI’s website is intended for adults. ABI does not knowingly collect personal information from children under the age of 13. If ABI obtains knowledge that it has personally identifiable information about a child under 13 in retrievable form in its files, ABI will delete that information from our existing files.
Cookies & Computer-Related Information
As is true of most websites, some information is gathered automatically and stored in log files. This information includes Internet Protocol (IP) addresses, hardware or software information including browser type and language, Internet Service Provider (ISP), referring and exiting pages, operating system and date/time stamp.
We also use your IP address, cookies, tags, click-throughs and other technologies (e.g. pixel tags, web beacons, clear gifs, etc.) to track user behavior on our Sites and to make usability improvements. Cookies are also used to maintain user session identity, and, in some non-member areas, to store your username and password locally for ease of access.
A unique number called an IP address identifies every computer on the Internet. Each time you connect to the Internet your machine is assigned an IP address. An IP address is a number that identifies each sender or receiver of information that is sent in packets across the Internet. We may use your IP address to help diagnose problems with our server and administer our web site.
“Tags” refer to scripts that are used to track a visitor’s activity on our Sites by web analytics software. A visitor’s activity is anonymous if he/she is not logged in. If she/he has logged in using their username and password, additional information is passed through these tags. Tags are used for, but not limited to, determining effectiveness of the Sites design, information architecture, and consumption of information and services provided via the Sites.
In some of our email messages distributed by ABI, specific information on recipient response in collected through “click-through URLs”. Click-through URLS are linked to content locations on the ABI website to collect specific information regarding what the user does with that email purposes of analyzing areas of interest, improving our products and enhancing the usefulness of our Sites for ABI members and other visitors. Other information collected through this tracking feature includes: email address of the user, date and time of the user’s click, a message number, user ID and a destination page. We use this data to determine interest in specific topics and measure the effectiveness of our communications. This information is not sold or distributed outside of the ABI in any other manner. If you prefer not to be tracked in this way, you should not click text or graphic links in the email messages.
How You Can Control and Update Data About You
We want to be sure that we keep only the most accurate and up-to-date information about you in our records. Therefore, whenever you believe that your contact information needs to be updated, you can update your profile at abi.org or email us at email@example.com to correct or update your contact information.
You may choose at any time to remove your name, telephone and fax numbers, and postal and email addresses from the lists we use to send notices or updates and elect not to receive correspondence from us by updating your online profile to reflect this or by emailing at firstname.lastname@example.org.
Data Integrity and Security