Conflict of Interest Policy
Service as an officer or director or a volunteer committee member for the New York State Association of REALTORS®, Inc. or any of its affiliated entities 1 (collectively, “NYSAR”) gives rise to certain ethical and legal obligations to NYSAR. One such obligation is the fiduciary duty which is owed to NYSAR by the Leader. This fiduciary duty requires the exercise of reasonable care in performing functions for NYSAR, exhibiting honesty, and good faith and includes the responsibilities of both care and loyalty to NYSAR. The duties of good faith and loyalty require Leaders to avoid Conflicts of Interest and to safeguard NYSAR’s best interests, not those of the Leader.
If you are a director, officer, or committee member, review the full Conflict of Interest Policy and Photography Release Statement.
Policy on Conflicts of Interest,
Confidentiality, Corporate Opportunity
Acceptance of Gifts, Gratuities, and Entertainment
And Photo Release Policy
Conflict of Interest Policy
Service as an officer or director or a volunteer committee member (each, collectively hereinafter referred to as a “Leader”) for the New York State Association of REALTORS®, Inc. or any of its affiliated entities 1(collectively, “NYSAR”) gives rise to certain ethical and legal obligations to NYSAR. One such obligation is the fiduciary duty which is owed to NYSAR by the Leader. This fiduciary duty requires the exercise of reasonable care in performing functions for NYSAR, exhibiting honesty, and good faith and includes the responsibilities of both care and loyalty to NYSAR. The duties of good faith and loyalty require Leaders to avoid Conflicts of Interest (defined below) and to safeguard NYSAR’s best interests, not those of the Leader.
A Conflict of Interest may exist when the Leader participates in the decision-making process on an issue for NYSAR while concurrently having other business, professional or personal interests that could tend the Leader toward bias or predisposition on the issue. The fiduciary duty of a Leader also requires the Leader to avoid the appropriation of programs and activities, particularly business prospects that properly belong to NYSAR. Leaders must also maintain the confidentiality of NYSAR information. These obligations run from the Leader to NYSAR as a whole.
Even where the Leader might be appointed or elected regionally or by virtue of the Leader’s professional position within a particular company or practice area, the primary obligations of the Leader are to NYSAR as an organization, not to the Leader’s constituency.
The following policies apply to all Leaders of NYSAR.
Conflict of Interest Defined
According to Black’s Law Dictionary, a Conflict of Interest is: “A term used in connection with public officials and fiduciaries and their relationship to matters of private interest or gain to them.” In the event there is an inconsistency between the following requirements and procedures prescribed herein and those in federal or state law, the law shall control. For purposes of this policy, the following circumstances shall be deemed to create Conflicts of Interest:
A Leader will be considered to have a Conflict of Interest whenever the Leader:
- is a principal, partner, officer, director, member, manager, agent, associate, trustee, personal representative, receiver, guardian, custodian, conservator, consultant to, legal representative or owner of, any interest in a business (“the Business”) providing products or services to, or competing with, NYSAR;
- is a principal, partner, officer, director, member, manager, agent, associate, trustee, personal representative, receiver, guardian, custodian, conservator, consultant to, legal representative of or owner of, any interest in the Business being considered as a provider of products or services to, or competing with NYSAR; or
- holds any other unique and/or substantial interest in the Business, financial, material, or otherwise, such as a personal, employer-employee, competitor, contractor-contractee, shareholder or governance relationship with the Business.
- holds any Familial Interest in the Business with “Familial Interest” being defined as an interest held by a spouse, domestic partner, parent, child, spouse of a child, brother, sister, spouse of a brother or sister, cousin, spousal cousin or other family members.
- “Related party” means (i) any director, officer or key employee of the corporation or any affiliate of the corporation; (ii) any relative of any director, officer or key employee of the corporation or any affiliate of the corporation; or (iii) any entity in which any individual described in clauses (i) and (ii) of this subparagraph has a thirty-five percent or greater ownership or beneficial interest or, in the case of a partnership or professional corporation, a direct or indirect ownership interest in excess of five percent.
- “Related party transaction” means any transaction, agreement or any other arrangement in which a related party has a financial interest and in which NYSAR or any affiliate of NYSAR.
Conflict of Interest Procedures
NYSAR Leaders with actual or potential Conflicts of Interest must immediately disclose all facts material to the actual or potential Conflict of Interest to the Board of Directors prior to or at the outset of any discussions by NYSAR pertaining to the Business. If said Conflict of Interest occurs prior to a meeting of the Board of Directors, such conflict shall be done in writing to the President through the NYSAR CEO. If the Conflict of Interest arises during a meeting, such disclosure shall be done verbally to the President. The Leader shall immediately refrain from any action that may affect NYSAR’s decision to participate with the Business.
Such Leaders shall be excused from the meeting during such discussions and shall respond to all questions asked of them prior to being excused. They shall not participate in or be permitted to hear the discussion of the matter except to respond to questions if called into the meeting. Such Leaders shall not attempt to exert any personal influence with respect to the matter, either in or outside of the meeting.
Furthermore, no Leader with a Conflict of Interest may vote on any matter in which the Leader has a Conflict of Interest and will not be permitted to be present in the meeting room when discussions, deliberations, or any vote is taken on the matter.
Minutes of meetings shall reflect that any such disclosure was made, shall contain the facts material to the Conflict of Interest, that the Leader was excused from the discussion, deliberation, and vote of the matter and that the Leader did not vote on the matter.
In the event it is not entirely clear that a Conflict of Interest exists, the Leader with the potential Conflict of Interest shall disclose the circumstances at the onset of any discussion. When, by a majority vote of the committee, a determination is made that a conflict of interest affects a committee member or members, the affected committee member(s) must not be present or participate in any way during the fact-finding, committee discussions/deliberations or vote for the office for which the conflict was determined. The affected committee member(s) shall be replaced by the alternate, and the alternate shall have full committee participation and voting rights, so long as the committee has not determined that the alternate also has a conflict of interest. If both the committee member(s) and the alternate(s) are not eligible or are unavailable to participate in the committee meeting, no further provision shall be made for an additional alternate. The affected committee member(s) including alternate(s) will not be advised of the final recommendation of the committee until the NYSAR Board of Directors receives the notice.
In the event a related party transaction occurs, the transaction shall be documented in the minutes of the meetings and that such transaction was evaluated by the Board of directors and deemed to be fair, reasonable, and in NYSAR’s best interest.
Corporate Opportunities Policy
Any Leader who learns of a business opening, investment, opportunity, project, or program that may be of beneficial interest to NYSAR, may not pursue that opportunity outside of NYSAR without first offering it to NYSAR. Only if NYSAR decides not to proceed (i.e., abandons such corporate opportunity) may the Leader proceed independently of NYSAR.
NOTE: No Leader is prohibited from engaging in conduct in the same general line of commerce as NYSAR, but the Leader must conduct such Leader’s own activities in good faith and without injury to NYSAR. For example2, assume that the Leader’s service on a committee entails the development of an educational course to be delivered to NYSAR members. It would be a violation of this Policy to take the work of the committee and use it to create an educational course for the Leader’s personal or familial financial gain. Further, and in this regard, the Leader does hereby assign to NYSAR all right, title, and interest in and to any and all information or material developed, conceived, or created relating to all NYSAR projects, including all copyrights and other proprietary interests.
A Leader must (a) maintain in confidence and not disclose or cause to be disclosed to anyone, other than NYSAR, any information determined as confidential with such determination of confidentiality being determined at NYSAR’s sole discretion; (b) keep any materials containing confidential information in a safe and secure place to protect against inadvertent disclosure; and (c) preserve confidential information indefinitely, even after expiration of the Leader’s service. Upon expiration of the Leader’s service, the Leader must promptly return to NYSAR, upon request, any materials containing confidential information sent to or acquired by the Leader relating to the Leader’s work for NYSAR. For example, assume that the executive committee, during its search for a CEO, designates the deliberations as “confidential” to preserve the integrity of the search. It would be a violation of this Policy for the Leader to disclose such deliberations to anyone outside the committee except as may be required to conduct the committee’s business or as required by law.
Gifts, Gratuities and Entertainment Policy
No Leader may accept gifts, entertainment or other favors from any individual, entity or organization that does or is seeking to do business with NYSAR, or one that has received, is receiving or is seeking to receive or secure, a financial commitment from NYSAR or under any circumstance where it might be inferred that such action was intended to influence the Leader in the performance of the Leader’s duties. This does not, however, preclude the acceptance of items of nominal or insignificant value or entertainment of nominal or insignificant value that are not related to any particular transaction or activity of NYSAR.
Review of Policy
Each Leader shall be required to review a copy of this Policy and to acknowledge in writing that he or she has done so.
This Policy shall be distributed prior to the initial election of any Leader, and annually thereafter, such leader shall complete, sign and submit to the secretary of NYSAR a written statement identifying, to the best of the leader’s knowledge, any entity of which such leader is an officer, director, trustee, member, the owner (either as a sole proprietor or a partner), or employee and with which the Association has a relationship, and any transaction in which NYSAR is a participant and in which the leader might have a conflicting interest. This policy requires that each leader annually resubmit such a written statement. The secretary’ of NYSAR shall provide a copy of all completed statements to the President of NYSAR.
This Policy shall be reviewed annually by the Board of Directors of NYSAR. Any changes to the Policy shall be communicated immediately to all Leaders.
Photo Release Policy
You grant permission to NYSAR, its employees, agents and assigns to take and use your photo/video image/likeness in any NYSAR materials (print/digital media, online uses, email blasts, etc.) for an indefinite period of time without compensation. NYSAR shall own all rights, including copyrights in and to the photo/video media.
1 For purposes of this Conflict of Interest Policy, “NYSAR” shall be deemed to include any and all entities affiliated with the New York State Association of REALTORS®, Inc. including, but not limited to the NYSAR Real Estate Services, Inc., foundations, etc…
2 Any examples given within these various policies are for illustrative purposes only and are not exclusive in nature.