Greater Pittsburgh Convention & Visitors Bureau Educational Foundation Inc

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“Conflict of interest: the foundation shall not be precluded from conducting business with any partnership, firm or company with which one or more directors are associated, provided any business relationship is established and maintained on an arm's length basis and subsequent provisions of this policy are met. An actual or potential conflict of interest exists when any of the following exists: 1) an officer or director has an ownership or investment interest in or compensation relationship with an organization with which the corporation does or proposes to do business or an organization that competes with the corporation; or 2) an officer or director receives remuneration for performing services for the corporation and corporation is determining his or her remuneration; or 3) an officer or director serves as an officer or director or key employee of an organization that competes with or does business with the corporation. A conflict also exists when a similar circumstance exists with respect to a family member of a director or company 35% owned by a director and his or her family members. Annually, each director shall complete a disclosure statement reflecting his or her interests. Directors shall act in a manner intended to further the best interests of the corporation. If at any time a director (i) has or may have a conflict of interest, or (ii) is unable to act in the best interests of the corporation on any issue because of a personal situation, employment, conflicting interest, or other reason, the director shall recuse himself or herself from voting on the subject and shall leave the room while the matter is discussed. Recussing himself or herself shall not prevent a director from participating in other activities or discussions where no conflict of interest exists. The board may approve a transaction that is the subject of a conflict only if it has determined (i) that a transaction or arrangement is in the corporation's best interest and for its own benefit, (ii) that it is fair and reasonable to the corporation and (iii) after exercising due diligence, the corporation would not obtain a more advantageous transaction with reasonable efforts under the circumstances. Where appropriate the board shall obtain comparable information to assist it in reaching such conclusions. The minutes of all meetings shall reflect (i) the names of the persons who disclosed any conflicts; (ii) the determination as to whether an actual or potential conflict of interest existed; (iii) the names of the persons who were present for discussions and votes relating to the transaction or arrangement; (iv) the content of the discussions, including any alternatives to the proposed transaction or arrangement and the basis for the determination of the board, including any comparability data; (v) the voting record, including any abstention from voting; and (vi) any action to be taken. Annually, the secretary of the corporation shall cause to be delivered to each director a questionaire by which the director is required to disclose potential conflicts of interest. Any director who does not complete or submit the questionaire within 30 days shall be given a second notice. Failure of the director to complete and deliver the questionaire within 30 days of the date of the second notice shall constitute a resignation by the director. Upon the written request of the resigned director, the board of directors may act to reinstate the resigned director.”

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