N.Y. Rural Electric Cooperative Law § 19-a: Conflict of interest policy

§ 19-a. Conflict of interest policy. (a) Except as provided in

subdivision (d) of this section, the board of every rural electric

cooperative shall adopt, and oversee the implementation of, and

compliance with, a conflict of interest policy to ensure that its

directors, officers and employees act in the cooperative's best interest

and comply with applicable legal requirements.

(b) The conflict of interest policy shall include, at a minimum, the

following provisions:

(1) a definition of the circumstances that constitute a conflict of

interest;

(2) procedures for disclosing a conflict of interest or possible

conflict of interest to the board or to a committee of the board, and

procedure for the board or committee to determine whether a conflict

exists;

(3) a requirement that the person with the conflict of interest not be

present at or participate in the board or committee deliberation or vote

on a matter giving rise to such conflict, provided that nothing in this

section shall prohibit the board or a committee from requesting that the

person with the conflict of interest present information as background

or answer questions at a committee or board meeting prior to the

commencement of deliberation or voting relating thereto;

(4) a prohibition against any attempt by the person with the conflict

to influence improperly the deliberation or voting on the matter giving

rise to such conflict; and

(5) a requirement that the existence and resolution of the conflict be

documented in the cooperative's records, including in the minutes of any

meeting at which the conflict was discussed or voted upon.

(c) The conflict of interest policy shall require that prior to the

initial election of any director, and annually thereafter, such director

shall complete, sign and submit to the secretary of the cooperative or a

designated compliance officer a written statement identifying, to the

best of the director's knowledge, any entity of which such director is

an officer, director, trustee, member, owner (either as a sole

proprietor or a partner), or employee and with which the cooperative has

a relationship, and any transaction in which the cooperative is a

participant and in which the director might have a conflicting interest.

The policy shall require that each director annually resubmit such

written statement. The secretary of the cooperative or the designated

compliance officer shall provide a copy of all the completed statements

to the president of the board.

(d) A rural electric cooperative that has adopted and possesses a

conflict of interest policy pursuant to federal, state or local laws

that is substantially consistent with the provisions of subdivision (b)

of this section shall be deemed in compliance with provisions of this

section.

(e) Nothing in this section shall be interpreted to require a rural

electric cooperative to adopt any specific conflict of interest policy

not otherwise required by this section or any other law or rule, or to

supersede or limit any requirement or duty governing conflicts of

interest required by any other law or rule.