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Conflict of Interest Policy
This Conflict of Interest Policy was adopted ________________________ (Date) by
International Airway Management Society (IAMS) by resolution of The Board of Directors.
Article I
Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt International Airway Management
Society (IAMS) interest when it is contemplating entering into a transaction or arrangement that might
benefit the private interest of an officer or director of the IAMS 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:
a. An ownership or investment interest in any entity with which the IAMS has a transaction or arrangement,
b. A compensation arrangement with the IAMS or with any entity or individual with which the IAMS has a
transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual
with which the IAMS 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. Duty to Disclose
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. Determining Whether a Conflict of Interest Exists
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. The remaining board or committee members shall decide if a conflict
of interest exists.
3. Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the governing board or committee meeting, but after the
presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or
arrangement involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person
or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether the IAMS can
obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that
would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not
producing a conflict of interest, the governing board or committee shall determine by a majority vote of the
disinterested directors whether the transaction or arrangement is in the IAMS’s best interest, for its own
benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its
decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy
2
a. If the governing board or committee has reasonable cause to believe a member has failed to disclose
actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the
member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member’s response and after making further investigation as warranted by the
circumstances, the governing board or committee determines the member has failed to disclose an actual or
possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Article IV
Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in
connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken
to determine whether a conflict of interest was present, and the governing board’s or committee’s decision
as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or
arrangement, the content of the discussion, including any alternatives to the proposed transaction or
arrangement, and a record of any votes taken in connection with the proceedings.
Article V
Compensation
a. A voting member of the governing board who receives compensation, directly or indirectly, from the IAMS
for services is precluded from voting on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives
compensation, directly or indirectly, from the IAMS for services is precluded from voting on matters
pertaining to that member’s compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation
matters and who receives compensation, directly or indirectly, from the IAMS, either individually or
collectively, is prohibited from providing information to any committee regarding compensation.
Article VI
Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall
annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the IAMS is charitable and in order to maintain its federal tax exemption it must engage
primarily in activities which accomplish one or more of its tax-exempt purposes.
Article VII
Periodic Reviews
To ensure the IAMS operates in a manner consistent with charitable purposes and does not engage in
activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic
reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey
information and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the
IAMS’s written policies, are properly recorded, reflect reasonable investment or payments for goods and
services, further charitable purposes and do not result in impermissible private benefit or in an excess
benefit transaction.
Article VIII
Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the IAMS may, but need not, use outside
advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for
ensuring periodic reviews are conducted.




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