Conflict of Interest Statement
As set forth in paragraph three below, a Trustee of ARIN who has a personal interest in a transaction, as defined below, may not participate in any discussion of that transaction by the Trustees of ARIN and may not vote to determine whether to authorize, approve, or ratify that transaction except as specifically described below. For purposes of this Conflict of Interest Statement, a “personal interest” is defined as any act that will provide, directly or indirectly, a financial benefit or a disparate benefit individually to the Trustee, or to a company he or she is employed by, has a significant financial interest in, or represents in any fashion. However, policies under consideration by ARIN are likely to have an impact on the business of every Trustee. It is expected that most policy decisions will have a direct or indirect impact on the Trustee’s company, but such a non-individualized interest does not constitute a “personal interest” as used in this Statement. A “transaction” with ARIN for purposes of this Statement is a contract or consultancy in which the Trustee has a direct or indirect financial benefit, or a policy under consideration that will have a disparate and unusual impact on a business with which the Trustee is directly or indirectly associated.
The mere existence of a personal interest by a Trustee of ARIN in a transaction with ARIN shall not invalidate ARIN’s ability to enter that transaction so long as the following conditions are met: (i) the material facts of the personal nature of the transaction with ARIN and the Trustee’s interest in the transaction with ARIN are fully disclosed to the Board of Trustees of ARIN, either by the Trustee having a direct or indirect personal interest in the transaction with ARIN, or are brought to the attention of the Board by a third party; or (ii) the Board of Trustees of ARIN, by a vote of the disinterested Trustees of ARIN vote to authorize, approve, or ratify a transaction with ARIN; or (iii) the transaction with ARIN in which the direct or indirect personal interest of an ARIN Trustee was disclosed to the Board of Trustees of ARIN and was determined by the Board of Trustees of ARIN entitled to vote on the matter is determined by the Board of Trustees voting to be in ARIN’s interests, notwithstanding the personal interest of the non-voting Trustee.
In determining whether a conflict of interest exists, the Board of Trustees of ARIN has the prerogative, upon review of all facts and circumstances, to make its own determination of whether a conflict of interest exists and how it is appropriate to proceed. A Trustee who perceives the possibility of a conflict of interest for him or herself, or for another Board member, may raise this issue at any point prior to a vote on any issue. Any Trustee who perceives a possible conflict of interest may present justification with respect to whether or not a conflict of interest exists, but the entire Board, with the exception of the Trustee having the potential conflict of interest, shall make the final determination to proceed in such a matter. If the Board of Trustees finds there is a conflict of interest, the Trustee with the conflict may be excluded by the Chair of the Board from that portion of any meeting where a substantive discussion or decision to engage or not in such a transaction is made, except that he or she may provide any information that will assist the Trustees in such a matter before leaving such a meeting.