Board of Director Conflict of Interest Declaration 2022
Please read (especially the highlighted sections), answer the questions, sign your name, and send back to the GCLA President and Executive Director by email to Sara@ras-int.org
Excerpts are from the GCLA Bylaws (and the Code of Standards & Ethics Guide) and can be found at GCLA.org
3.04 Vendor Members or Supplier Members:
The designation "Vendor Members" include Dealers, Manufacturers, Coachbuilders, Insurance Companies, Finance Companies, Software Companies, and any other companies providing goods and services to the membership.
a. Pay dues established for the Vendor Member by the Board of Directors (“BOD”).
b. Sponsorships may be available to support meetings or special events. The price for the various levels of sponsorship, will be specified by the President and/or the Executive Board and/or the Board of Directors.
c. If elected to the BOD the vendor members shall have all rights to participate on the BOD as any other Board member, including the right to participate on committees, attend all meetings and vote on any BOD motion or other action requiring a BOD vote.
d. Vendor members will not be permitted to sit on the Executive Committee of the Board. (as previously approved by the Board, and from records of past minutes, confirmed by the Bylaw committee on July 9, 2020 by unanimous vote 5-0, and confirmed by Board vote 13-0 on July 21, 2020)
e. For greater certainty, and to address any sort of favoritism or perceived conflicts,
· Vendor Board Members will have no advantage or discount whatsoever for sponsorship opportunities and will have the same opportunity to purchase sponsorships as all other businesses and entities.
· Vendor board members will not interfere, harass or otherwise create problems with regard to the sale or purchase of sponsorship opportunities. Vendor members will act in the best interest of GCLA at all times.
· Vendor members will be recused from voting on any issues that relate to their business which could in anyway be perceived as a conflict. Should the vendor member not voluntarily recuse his, her or itself from such a vote, the Board May recuse such member on a simple majority vote of a quorum.
This clause will solve for any perceived conflict resulting from a Vendor member having the same rights as all other Board members.
In addition, vendor board members, like all other board members, will complete the GCLA Conflict of Interest Disclosure at the beginning of each term, and will keep the disclosure up to date during the course of their term.
Vendors shall be subject to the member and board of director code of ethics and standards.
f. Vendor members shall own at least 15% of the stock or other ownership measure of their Company.
g. All members shall sign their membership forms, into the future (as of June 12, 2020) future and from current members retroactively, and are to return them to the GCLA, and thereby pledge to adhere to the Code of Standards & Ethics attached below, which will be posted for reference on the GCLA website and are to be included on the Membership Application Form.
3.06 *Code of Conduct Policy for Members of the Board of Directors;
The GCLA is an organization which supports transportation companies throughout California. Participation in the organization’s programs is subject to the observance of the organization’s rules and procedures. The activities outlined below are strictly prohibited. Any participant or staff member who violates this Code is subject to discipline, up to and including removal from the program.
The board of directors is committed to teamwork and effective decision making. Towards this end board members will:
I. Endeavour to represent the broader interests of members and/or stakeholders;
II. Refrain from trying to influence other board members outside of board meetings that might have the effect of creating factions and limiting free and open discussion;
III. Be willing to be a dissenting voice, endeavor to build on other director’s ideas, offer alternative points of view as options to be considered and invite others to do so too;
IV. On important issues, be balanced in one’s effort to understand other board members and to make oneself understood;
V. Once a board decision is made, support the decision even if one’s own view is a minority one;
VI. Not disclose or discuss differences of opinion on the board with those who are not on the board, and the personal or business affairs discussed in GCLA board meetings shall not be discussed with competitors or other entities;
VII. The board should communicate externally with “one voice”;
VIII. Respect the confidentiality of information on sensitive issues, especially in personnel matters;
IX. Be an advocate for the organization and its mission wherever and whenever the opportunity arises in their own personal and professional networks;
X. Disclose one’s involvement with other organizations, businesses or individuals where such a relationship might be viewed as a conflict of interest (see Conflict of Interest Policy);
XI. Refrain from giving direction, as an individual board member, to the executive director or any member of staff;
With regard to GCLA Bylaw section 3.04 (e) and (g), section 3.06 (X), and the Policy Guide above; please list the persons or entities you may have a conflict of interest with by serving as a GCLA Board of Director. This means:
1) Who are the people or businesses (including vendors) you do business with that might be influenced positively or negatively by actions you take as a GCLA Board Member?
2) What other personal or business conflicts do you think might be affected by your votes on the GCLA Board? (If you have questions, please contact the Ombudsman Committee)
______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________