Conflict of Interest Policy

Article I – Purpose

The purpose of the conflict of interest policy is to protect the interests of this tax-exempt organization, (the “Organization”), when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Article II – Definitions

1. Interested Person

Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

  • An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
  • A compensation arrangement with any entity or individual with which the Organization has a transaction or arrangement,
  • A patent or pending patent pertinent to any transaction, arrangement or publication being considered by the Organization, or
  • A proposal ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Article III – Procedures

  1. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
  2. The remaining board or committee members shall decide if a conflict of interest exists.
  3. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon.

Adopted July 2008 by the AMCA Board of Directors


AMCA International’s Antitrust Guidelines

The Air Movement and Control Association (AMCA) International provides members the lawful opportunity to meet together to transact AMCA International business and to further AMCA International’s legitimate goals. Such lawful activities include: the development of performance standards that provide a benefit to the public, the running of certification programs, the petitioning of federal, state, local, or foreign governments on issues that have an impact on AMCA International’s members as a whole, the promotion of the industry, the conducting of educational programs, the provision of statistical reporting, and the conducting of pre-competitive research. Because participants in AMCA International’s meetings are companies with competing, and sometimes opposing economic interests, AMCA International’s actions are subject to close antitrust scrutiny. Therefore, AMCA International and its members adhere to the following conservative antitrust guidelines.

Notice and Records

  • Each AMCA International meeting must be preceded by notice of the date and time of the meeting along with a copy of the agenda for the meeting.
  • Minutes are required of every AMCA International meeting. The minutes must be clear, complete, and accurate with regard to the discussion that occurred, the actions taken, and the basis for the action.
  • An AMCA International staff person shall attend every meeting and act as executive assistant.
  • There are no "off the record" conversations. AMCA International does not support and will not condone the holding of any unofficial meeting by its members in conjunction with an AMCA International meeting.
  • AMCA International’s General Counsel will attend meetings where the executive assistant or a member believes that potentially sensitive matters may arise during the meeting.

Appropriate and Inappropriate Discussions

It is not possible to identify in a set of guidelines every possible topic that might raise serious antitrust questions if discussed at an AMCA International meeting. The legality of communications among competitors often turns on the particular purpose and context of the communication. Generally, all communications and discussions that could directly influence the decisions of individual AMCA International members regarding production levels, product pricing, marketing strategies, or selection of customers or suppliers must be avoided. The following areas must not be discussed at AMCA International meetings:

  • Price or any elements of price or pricing policies, including costs, discounts, rebates, profit margins, etc.
  • Terms or conditions of sale, including warranties, credit, and shipping arrangements.
  • Particular competitors, suppliers, or customers.
  • Sales or production quotas or limits, allocation of customers or sales territories or refusal to sell to certain customers or to buy from certain suppliers.
  • The market share or sales territory of any particular competitor.
  • The operating statistics, inventories, sales, marketing methods, or strategies of any particular competitor.
  • Controlling competition or excluding any competitor from any market.

Participant Conduct During Meetings

  • Afford all members an adequate opportunity to express their views.
  • Ensure participants are not inhibited or afraid to argue technical positions.
  • Consider all opinions before actions are voted upon.
  • Ensure due process (notice, opportunity to participate and appeal timely decisions) to all interested affected parties (suppliers, manufacturers, distributors, customers, and users).
  • Participate and behave in a reasonable manner.
  • Prohibit informal sessions or discussions between members once a meeting is adjourned.

Guidelines When Discussing Standards and Certification

  • Confine discussions of product standards or certification of compliance with standards to technical, scientific, engineering, and safety considerations. Commercial considerations are not proper factors for consideration or discussion.
  • Provide truthful representations with respect to testing procedures and performance rating standards.
  • Prevent discussions on prices, production, or competitors.
  • Develop performance standards not construction or specification standards except in exceptional circumstances.
  • Insure that standards reflect existing technology.
  • Insure that standards are kept current and adequately updated to allow for technological innovation.
  • Develop voluntary standards.

Guidelines for Statistics Programs

Statistical programs are lawful as long as they are not part of a scheme to fix prices, allocate production, or otherwise restrain trade.

  • Maintain strict confidentiality of all individual company data with data reported only in composite form.
  • Prevent disclosure or discussion of individual company statistics, sales, or production plans outside of confidential disclosure to AMCA International statistical department staff.

Guidelines for Pre-Competitive Research

AMCA International may undertake collective research if such research is not likely to be done separately as expeditiously, effectively or economically, and if such collective research will not unreasonably restrain or substantially lessen competition.

Adopted May 2004 by the AMCA Board of Directors


Whistleblower Policy

This Whistleblower Policy of Air Movement and Control Association International Inc.: (1) encourages staff and volunteers to come forward with credible information on illegal practices or serious violations of adopted policies of the Association; (2) specifies that the Association will protect the person from retaliation; and (3) identifies where such information can be reported.

1. Encouragement of reporting.

The Association encourages complaints, reports or inquiries about illegal practices or serious violations of the Association’s policies, including illegal or improper conduct by the Association itself, by its leadership, or by others on its behalf. Appropriate subjects to raise under this policy would include financial improprieties, accounting or audit matters, ethical violations, or other similar illegal or improper practices or policies. Other subjects on which the Association has existing complaint mechanisms should be addressed under those mechanisms, such as raising matters of alleged discrimination or harassment via the Association’s human resources channels, unless those channels are themselves implicated in the wrongdoing. This policy is not intended to provide a means of appeal from outcomes in those other mechanisms.

2. Protection from retaliation.

The Association prohibits retaliation by or on behalf of the Association against staff or volunteers for making good faith complaints, reports or inquiries under this policy or for participating in a review or investigation under this policy. This protection extends to those whose allegations are made in good faith but prove to be mistaken. The Association reserves the right to discipline persons who make bad faith, knowingly false, or vexatious complaints, reports or inquiries or who otherwise abuse this policy.

3. Where to report.

Complaints, reports or inquiries may be made under this policy on a confidential or anonymous basis. They should describe in detail the specific facts demonstrating the bases for the complaints, reports or inquiries. They should be directed to the Association’s Executive Director or Chairman of the Board of Directors; if both of those persons are implicated in the complaint, report or inquiry, it should be directed to the President of AMCA International. The Association will conduct a prompt, discreet, and objective review or investigation. Staff or volunteers must recognize that the Association may be unable to fully evaluate a vague or general complaint, report or inquiry that is made anonymously.

Adopted October 2008 by the AMCA International Board of Directors


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