Conflict of Interest Statement

Because it is a nonprofit corporation, the proper governance of Engineers in Action (“EIA”) depends on the active participation of volunteer Trustees who freely donate their time and talents for many different organizations. EIA is aware, however, that this service may occasionally result in situations involving a dual interest on the part of one or more members of the Board of Directors (“Board”) that might be interpreted as a conflict of interest.

At the same time, EIA recognizes that it is inherent that Board Members are and will continue to be active in charitable work and that conflicts of interest will necessarily occur because of their varied interests and backgrounds. However, EIA believes that Directors should not be inhibited solely because of potential conflicts of interest. In fact, EIA believes that the matter of conflicts of interest can best be handled through full disclosure of such interests, together with abstention in any vote wherein such an interest may be relevant.

EIA adopts the following with respect to participation by Trustees, employees and volunteers in matters coming before the Board and its Committees in which they may have a potential conflict of interest:

1. No Board Member, employee, or volunteer shall knowingly participate in any decision of the Board or any Committee thereof or otherwise attempt to influence the conduct of EIA where such decision or conduct would directly or indirectly confer any material benefit on such person or on any organization in which such person has a material interest. A relationship to an organization will be considered to exist whenever a Board Member, employee, volunteer, or a member of his or her immediate family or close relative, is an officer, trustee, director, partner, employee or agent of the organization, or has a substantial interest in the organization.
2. In the event that there is a matter for consideration or decision that raises a potential conflict of interest for any Board member, employee or volunteer, that person shall immediately disclose the potential conflict of interest to the Board or to the Committee considering the matter, as the case may be, and shall not cast a vote on the matter. The Board member, however, will be counted in determining the quorum for any such meeting. The minutes of the meeting should reflect that appropriate disclosure was made and that the interested Board Member(s) abstained from voting.
3. This policy shall not be construed as preventing or discouraging any, Board Member employee or volunteer from participating in the discussion of a matter with respect to which that person has a conflict of interest, provided such person complies with paragraph 2 of this policy. Where a Board member, employee, or volunteer is affiliated with an organization seeking to provide services, goods or facilities to EIA, the Board and Executive Director shall use reasonable efforts to ascertain that the services, goods or facilities are offered on competitive terms and conditions and that, all things considered, an arrangement more beneficial to EIA could not be obtained.
4. EIA encourages its Supporting Organizations to provide guidance to its Board of Directors, employees, and volunteers by adopting a policy dealing with the subjects addressed in this Conflict of Interest Statement.
5. Board of Directors, employees and volunteers shall exercise good faith in all transactions touching upon their duties to EIA and its property. In their dealings with and on behalf of EIA, they shall be held to a strict rule of honest and fair dealing between themselves and EIA. They shall not use their position, or knowledge gained from their position, in a way that a conflict may arise between their own personal interest and that of EIA.

A copy of this Conflict of Interest Statement shall be provided to each Board of Director, employee, and volunteer, and any other person requesting a copy of the same, in their native language.

Adopted July 14, 2008.