TE-MP0 By-Laws

Dated 8-19-2019

CONSTITUTION
I. NAME
The Name of the Club shall be “The Electro-Music Performers Organization” (TE-MP0).
II. PURPOSE
Electro-Music is made with synthesizers, home-made circuits, computers, found objects, voices, signal processors, wooden flutes, ambient recordings, and virtually anything imaginable that makes sound – even conventional orchestras. It can be slow and spacy, or fast and rhythmic; it crosses many genres. The primary motivation for its creation is artistic and spiritual expression.
TE-MP0 will foster and promote the Development of the Electro-Music ethos through the organization and presentation of Live Performances, Seminars, Lectures, Exhibits and gatherings. These activities will be open to musicians, performers, teachers and students of Music, music producers, as well as video artists for the communities in the State of New Jersey. TE-MP0 will support the enhancement of Electro-Music as an “Art in our Age” and contributing to the Cultural, Educational, Spiritual and Emotional content of our communities.
TE-MP0 is and will be entirely volunteered powered and dedicated to:
a) Encouraging creative enthusiasm, expression and celebration of Electro-Music.
b) Documenting the emerging creative expression of its members and guests.
c) Connecting creative expressions across New Jersey, the United States of America and the World, with a focus on “do-it-yourself” and experimental communities.
TE-MP0 will be an organization:
a) To foster artistic and musical creative enthusiasm.
b) To welcome the makers of Visual Art and Electro-Music who take risks and experiment.
c) Which provides a place to capture the physical ephemera that contains and surrounds Art and Music.
d) Affiliated with electro-music.com, where artists and musicians meet, collaborate, sell their wares, and nurture their audiences.
e) Where we create our own critical mass, so we can develop music on its own terms.
f) electro-music is new music; still undefined; happening all over our planet.
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TE-MP0 Obligations and Philosophy:
a) Prime consideration in all decisions and planning shall be the enhancement of wellbeing through the Music Art Form.
b) We will treat all living beings with dignity and respect.
c) We will listen to each other, and try to understand each other.
d) We will challenge ourselves to be kinder and smarter human beings.
e) We do not tolerate racism, homophobia, misogyny, or any other body-based discrimination
f) These organizational rules are developed to guard the interest of all members, musicians, affiliated music producers, video artists, educators and guests, and promote Festivals with Live Performances, and any other activity related to the Electro-Music ethos in the State of New Jersey. Prime consideration shall always be the enhancement of wellbeing through the Music Art Form.
III. MEMBERSHIP
A. Membership is open to anyone residing in the United States of America who agrees to abide by the rules and meets all requirements as set forth in the By-Laws of the Club.
B. A two-thirds vote of the majority of members will be necessary for approval of new members into the organization.
C. The approved member shall submit to the Secretary the name, address, telephone numbers and email address.
D. New members entering the Club are on probation for a period of one year. Terms of probation shall be the requirement of attending the minimum numbers of meetings required per year, physically or via video conferencing.
E. Associate Memberships shall be provided free to anyone interested in the Mission of the Organization, and that is not able to be actively involved due to:
I. Residency Location/Distance
II. Time involvement
III. Health
F. Associate Memberships to the world population at large shall be provided via Social Media Network/s.
G. Associate Members will not have the same rights as Members in good standing, such as:
I. Propose motions for discussions during meetings and video conferencing.
II. Nominate members for election.
III. Vote for the elections of the Executive Board Members.
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IV. CLUB ADMINISTRATION
A. EXECUTIVE BOARD: Shall consist of the Organization’s Officers:
 President
 Vice President
 Secretary
 Treasurer
 Registrar
 Sergeant-at-Arms
 Trustees
B. Duties of Officers:
PRESIDENT:
a) Presiding officer at all Club meetings, affairs and activities.
b) Makes recommendations and appointments necessary to carry out the functions of the Club.
c) Authorizes expenditures not in excess of $500.00.
d) Prepares and submits a report of the previous month’s activities to the membership at the monthly meeting.
e) Shall have one vote to be cast in the event of a tie vote.
VICE-PRESIDENT:
a) Presiding officer in the absence of the President at all Organization’s meetings, affairs and activities.
b) Will, upon request or appointment by the President, head any “ad hoc” committees necessary in maintaining the proper running of the Organization.
c) Will be responsible for the Organization’s insurance requirements.
d) Will be a member of the Electro-Performer’s Conduct Committee.
SECRETARY:
a) Maintain accurate accounts of all Club meetings.
b) Record and submit minutes of the Organization’s meetings to be e-mailed to all members within 7 (seven) days of meeting date.
c) Manage of all correspondence to and from the Organization.
d) Furnish an agenda for each meeting.
e) Keep an updated directory of Club officers, committee chairpersons and members.
f) Will be a member of the Electro-Performer’s Conduct Committee.
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TREASURER:
a) Shall collect all Organization monies and deposit same into the Organization bank’s accounts within a 48 hours.
b) Maintain a detailed record of the financial status of the Club and make a report at each Club meeting.
c) Co-sign approved checks with the President or any other duly authorized person to pay all authorized bills and invoices.
d) Prepare a yearly budget, obtain approval by the Executive Board, and submit to the membership at the September A.G.A. meeting.
e) Prepare a fully itemized monthly financial report which shall be submitted at the Executive Board meeting prior to presentation to the membership’s meeting.
f) Prepare a detailed accounting of the Organization’s accounts, payable and receivable.
g) Will be a member of the Electro-Performer’s Conduct Committee.
REGISTRAR:
a) Supply all needed registration materials for Public Events to all local public and New Jersey State Agencies as required by Local Ordinances and State Laws.
b) Manage the Registration of all members.
c) Ensure and track the eligibility of Musicians performing at Festival Events.
d) Maintain records of member and participating artists Musician profiles.
e) Investigate all members challenges and report finding to the Executive Board.
f) Manage all requests for travel, lodging and meals reimbursement.
g) Will be a member of the Electro-Performer’s Conduct Committee.
SERGEANT-AT-ARMS:
a) Maintain order at all Club meetings, affairs and activities.
b) Report directly to the Presiding Officer.
c) Coordinate with local law enforcement and other authorities as required to ensure compliance with local ordinances concerning the execution of planned events.
d) Will be a member of the Electro-Performer’s Conduct Committee.
TRUSTEE:
The Club shall have a minimum of 2 to a maximum of 5 Elected Trustees on a rotating biannual election schedule.
a) A Trustee must have served a minimum of 2 years on the Executive Board and be a member in good standing.
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b) The Trustees shall maintain the record of the Organization By-Laws, as well as engage into special projects and fundraisers.
c) Participate at all Executive Board meetings.
d) Generate and present a Trustee’s Report at the regular meetings.
e) Will be a member of the Electro-Performer’s Conduct Committee
C. COMMITTEE CHAIRPERSON:
Shall be appointed by the Executive Board on a yearly basis for:
a) Event Coordinating Director
b) Music Education Director
c) Exhibition Coordinating Director
d) And others Directors for Committee which will be developed by the organization.
D. Duties of Chairperson:
EVENT CORDINATOR:
a) Organize and oversee the planning and execution of all Organization’s sponsored events.
b) Duties and responsibilities shall include but may not be limited to:
I. Events scheduling with all local agencies having jurisdiction.
II. Communications with Performers, Video Artists, Venue Managers and Owners,
III. Musical Equipment Inventory, status and availability.
IV. Provide a schedule of Events as well as a budget for Executive Board’s Approval
V. Research and recommend transportation, lodging, eateries within the vicinity of the Event.
MUSIC EDUCATION DIRECTOR:
a) Organize and oversee the planning and execution of all Organization’s sponsored Music Education Events such as:
I. Music Lectures
II. Seminars
III. Workshops
b) Duties and responsibilities shall include but may not be limited to:
I. Communications with Lecturers, Performers, Video Artists, and anyone that may provide Education in Music and/or Instruments, Lectures,
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Seminars and Workshops.
II. Maintain a list of Lecturers and their Syllabus
III. Provide a schedule of lectures, seminars and workshop as well as a budget for Executive Board’s Approval
IV. Research and recommend transportation, lodging, eateries within the vicinity of the lecture, seminar and workshops.
EXHIBITION COORDINATING DIRECTOR:
a. Organize and oversee the planning and execution of all Organization’s Music Instruments Exhibitions events.
b. Duties and responsibilities shall include but may not be limited to:
i. Provide a schedule of Exhibitions well as a budget for Executive Board’s Approval
ii. Communications with Loaners of the Music Instruments.
iii. Communication with Performers, Video Artists, Venue Managers and Owners involved with the exhibit.
iv. Communication with Instruments Manufacturers and/or Representatives and Music Retailers.
v. Inventory of all musical instruments and appurtenances.
vi. Manage and supervise the Exhibition Area and volunteers.
E. Responsibilities of the Executive Board
Act as sole authority for enforcing the Constitution, By-Laws, Rules and Regulations of the Organization.
a. Decide on interpretations of the By-Laws. Shall have the power to make decisions on matters that may not be covered herein.
b. Amend club charter and associated rules and regulations / policies / procedures to address matters of change / addition / deletion as required.
c. Propose new programs, activities, By-Laws changes and any appropriate subjects for Board of Directors consideration.
d. Ensure continuity of Board membership:
i. Should a member of the Executive Board resign before the end of his/her term, the President shall have the power to fill the vacancy with Board approval.
ii. Any Executive Board members absent from three (3) consecutive Board meetings, without an excuse, shall be relieved of his/her duties, and shall be handled as a resignation.
e. Executive Board members shall be bonded (namely background/criminal
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record check) upon being elected to office.
f. Any member of the Executive Board who does not follow the policy of the organization will be suspended.
F. Board of Directors:
The BOARD OF DIRECTORS shall consist of the Club’s elected officers and club members in good standing.
G. Responsibilities of the Board of Directors:
A. Attend Organization’s meetings physically or via video conferencing.
B. Approve membership of new Members as per the Executive Board recommendation.
C. Ratify schedule of Musical Performances and Festivals format(s).
D. Approve Organization’s Minutes of Meeting for the previous month, financial reports, budgets, activities, By-Laws amendments, and all expenditures over $500.00.
V. Disciplinary Administration:
A. Disciplinary action will be required to protect and maintain the best interests of the Organization, when infractions are manifested as per the following:
I. Abusivity of any kind: Civil, Racial, Gender, Religious, Political, Spiritual, Asinine
II. Bullyism
III. Conduct unbecoming of a Member
B. The Board of Directors shall have the power to take action to protect the best interests of the Organization, including, but not limited to:
I. The suspension and/or expulsion or reinstatement of any member or Board member for due cause, by a three-quarter majority vote.
II. All matters shall be referred to the Board of Directors for final action at the next meeting.
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C. The Electro-Performer’s Conduct Committee shall review all protests and severe violations of conduct. Members of the Committee shall be:
i. Vice President
ii. Secretary
iii. Treasurer
iv. Registrar
v. Sargent-At-Arms
vi. Trustees
vii. Two alternates may be appointed by the President from the Board of Directors.
VI. MEETINGS:
All Organization’s meetings shall be conducted according to the form presented in Robert’s Rules of Order.
A. The Annual General Meeting (AGM) shall take place in the month of September of each year (date, time and location to be established).
I. The Board of Directors shall meet a minimum of six times per year. January, March, May, July, September and November
II. A simple majority of the Executive Board members shall constitute a quorum for the transaction of business.
III. The following order of business will be adhered for all Meetings:
 Roll Call
 Acceptance of Minutes of previous meeting
 President Report
 Communications and Correspondence
 Treasurer’s report
 Report of Committees
 Event Coordinator’s report
 Old business
 New business
 Nominations of office candidates, 1 month prior and at the AGM
 Release of Officers (AGM)
 Election of New Officers (AGM)
 Amendments to the Constitution & By-Laws
 Good of Electro-Music
 Adjournment
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VII. ELECTIONS:
A. Each member that has been active in good standing for one (1) full year shall be eligible to nominate and vote for any position on the Executive Board.
B. Elections for the following positions on the Executive Board will be held at the AGM each year in the month of September, in the following order:
 President
 Vice President
 Treasurer
 Secretary
 Registrar
 Sargent-At-Arms
 Trustee
C. The President and Vice President positions shall be elected every two (2) years, and may succeed themselves in the same position indefinitely. All other officers will be elected for the period of one (1) year and may succeed themselves in the same position indefinitely.
D. A list of Executive Board members running for re-election shall be submitted to the Membership thirty (30) days prior to the AGM. Additional nominations shall be accepted from the floor at the appropriate time at the AGM.
E. All nominees must be members in good standing with the Club, and have served as a Volunteer or Club member for a period of one (1) year.
F. The President shall have one vote to be cast in the event of a tie vote
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BYLAWS
I. PARTICIPATION
A. Requirements: Members shall have a primary interest in Electro-Music, the Purpose of the Organization, as well as it’s Philosophy and Obligations
B. Complete the Organization registration process, and pay an annual registration fee.
C. No Musician, Video Artist etc. will be allowed to perform at a Live sponsored event if not properly registered with the Organization.
D. Any member that is guilty of serious infractions of this Organization’s rules, or Local Ordinances or State Laws and/or any combinations of it, may be placed on probation for one or more years by the Executive Board. At the conclusion of the probationary period, the Board of Directors must vote whether to reinstate or expel the member from the Organization.
II. REGISTRATION
A. Fees: All members will pay a registration fee as approved by the Board of Directors yearly.
B. All monies for the yearly membership are due as of August 1st of each year. Members that do not pay the registration fee will be declared not in good standing as of October 1st of the same year of occurrence.
C. Registrations shall be sent to all members via website page announcement.
D. Musician Profile: A ‘musician profile’ shall be completed and presented to the Registrar for each performer to be registered for events sponsored by the Organization.
III. PERFORMER’S EVENT ELIGIBILITY
A. In order to be eligible to participate as a Performer for events sponsored by the Organization, the Performer must be a Member in good standing, an Associate Member, or a Guest Performer invited by the Organization.
B. Provide a ‘Performer’s Profile’ to the Registrar 2 month prior to a scheduled event to which he/she wishes to perform.
C. Submit their music and/or video files or links to websites where their music and/or videos are available to view and/or listen to, in a format established by the Board of Directors. Music and/or Video files will be posted on the Organization Website for the Event that the performer is scheduled for, and archived.
D. Performers may NOT submit or play music created by others unless under authorization to do so by the original composer.
E. Performers will share the cost associated with a TE-MP0 organized and/or produced event in equal shares among all the performers, shall they wish to attend and participate.
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F. The share of the cost associated with a TE-MP0 organized and/or produced event may be reduced or eliminated by private donations and/or by a fundraiser’s campaign for the Event.
G. Performer’s fee for a TE-MP0 organized and/or produced event shall be established with the planning of the Event, discussed at a regular scheduled meeting and accepted by the Board of Directors.
H. Payment for Events fees is to be made 1 month prior to the start of the Event, or as established by the Board of Directors.
IV. DISCIPLINE

  1. TE-MP0 reserves the right to levy sanctions on members for infringements and any violations of the rules and By-Laws. Sanctions shall be set and imposed by the Electro-Performer’s Conduct Committee.
  2. Rulings of the Electro-Performer’s Conduct Committee shall go into effect upon notification to the member in question, and a copy of the ruling shall be entered into the minutes of the monthly meeting.
  3. No Member shall be prevented from participation to the Club activities and events due to inaction of the Electro-Performer’s Conduct Committee.
  4. All members’ protests must be reported to the Registrar. Reason(s) for the protest(s) must be specified. Protest will be heard by the Electro-Performer’s Conduct Committee.
  5. Any member(s) who is involved in a dispute under consideration will disqualify himself/herself from the case in question.
    V. RULES FOR EVENTS: FESTIVAL, SEMINAR, EXHIBITION
    A. Event Coordinator:
    i. Organize and oversee the planning and execution of all Organization’s sponsored events, refer to page 5 for a full description of the Event Coordinator’s Duties.
    ii. Shall schedule and organize the help of all Volunteers as well as assign tasks to them for the proper management of an event.
    iii. Coordinate with an Assistant Coordinator if one is made available for the Event.
    B. Volunteers:
    i. Volunteers provide their free time to work without compensation and help with many tasks where needed.
    ii. Volunteers tasks shall be defined properly, such as Stage Hand, Sound and/or Board Technician, Recording Technician, Fire Guard, Reception and/or Vending Assistant, etc.
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    C. Vendors and Representatives:
    i. May be Performers, a Music Stores Salesperson, Music Company Representative, School of Music’s Scouts, Music Teachers, Video/Audio Recording Studios, etc.
    ii. Provide Donation/s to support the Event’s expenses.
    iii. Shall be provided with an area of operation that does not conflict with the proper operation of the Event.
    iv. Shall not in any case block any Emergency Exits and Corridors.
    D. Musical Instrument’s Exhibition:
    i. All Musical instruments will be provided on loan by a Performer, a Music Store and/or Manufacturer, Museum, Community, etc., for the duration of the Exhibit.
    ii. A proper inventory of all musical instruments and appurtenances shall be drafted by the Musical Instrument’s Exhibition’s Manager, with a photo record of any instruments above $ 2,000 value.
    iii. Inventory forms shall describe the items with the name, telephone number and the address of the Owner, and signed for both, during the receiving and shipping operations.
    iv. It’s recommended that 2 volunteers oversee the delivery, installation, packing, loading/unloading for a visual record and the security of the instrument/s.
    v. Volunteers shall be assigned the Musical Instrument’s Exhibition’s Assistant Manager’s role to overview the Exhibition’s Space.
    vi. The exhibition area shall abide to the same area procurement as Vendors and Representatives (VI.C.c and VI.C.c.i)
    vii. The Event Coordinator shall provide a schedule for the Seminar/s as well as:
    viii. Research and recommend transportation, lodging, eateries within the vicinity of the Event for Speakers, Guest Speakers and Guests to the Seminar/s.
    ix. Coordinate with the help of volunteers the acquisition of all equipment needed,
    x. Coordinate the reception and audio visual operation as required.
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    VI. FUNDS
  6. The Treasurer shall maintain one (1) bank account (and such other accounts as directed by the Executive Board). The accounts under these By-Laws shall be:
    I. A checking account for the purpose of paying current expenses. The checking account need only to have the signature of one officer for withdrawals. Monies held in the checking account shall not exceed the projected amount needed to meet the expenses for the current quarter.
    II. An interest bearing account for the holding of longer term funds on deposit. This account shall require the signature of the President and the Treasurer for withdrawals. An alternate officer shall be designated to sign checks if either of the aforementioned officers should not be available.
  7. Funds received as donations shall be used to pay for 1 (one) Festival Event per calendar year. Such funds shall:
    i. Offset the Musician’s cost of participation/founding of the event.
    ii. May provide the performing Musician with reimbursable expenses for traveling, lodging and meal costs.
    iii. Purchase advertising for the Event.
    iv. Hire a Professional Photographer to document the event
    v. TBD
    VII. AMENDMENTS
  8. Amendments to these By-Laws will only be allowed at the Annual General Meeting.
  9. All proposed By-Laws amendments must be submitted to the Secretary at least thirty (30) days prior to the meeting scheduled for consideration of such changes. All members will be copied via email with copies of the amendments prior to that meeting.
  10. The approval of any amendment to these By-Laws shall require an affirmative vote of two-thirds (2/3) of the votes cast.
  11. All approved amendments become effective with the closing of the meeting wherein they are adopted.
  12. Amendments to the Standing Rules and Policies of the Organization may be adopted at any meeting.
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    POLICIES and PROCEDURES
    A. DEFINITION
  13. A policy is a statement of intent, and is implemented as a procedure or protocol. Policies are generally adopted by this organization by the Board of Directors at regularly scheduled meetings.
  14. Policies will assist in both subjective and objective decision making.
  15. Policies and procedures for this Organization shall appear as separate documents from the ByLaws.
  16. Policies shall be recorded and numbered in descending order as implemented, with the date of acceptance by the Board of Directors.
    An example for one of this Organization Policy would be one for dealing with the Cancellation to participate at an Event, sponsored and/or curated by TE-MP0 is as follows:
    B. EXAMPLE
    CANCELLATIONS Registered attendees may cancel up to 30 days prior to the start date of a Conference, Festival, Seminar and/or any Event sponsored by TE-MP0 for a full 100% refund. 14 days prior to the start date of the event for a 50% refund. No refund of any type will be provided for cancellations received less than 14 days prior to the event. All cancellations requests must be made by the registered attendee by emailing directly registrar@te-mp0.com, providing information for a refund for the Event, number of tickets to be refunded with the Name and email Address of the person that made per purchase and that shall be refunded.
    1-07152019
    C. RECORD KEEPING
    All Policies drafted and enacted by TE-MP0’s Board of Directors shall be attached to the end of this section for record keeping.
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    CONFLICT OF INTEREST POLICY
    Purpose of Policy:
    This conflict of interest policy is designed to help The Executive Board, Trustees and the Board of Directors, officers, and employees of TE-MP0 to identify situations that present potential conflicts of interest and to provide TE-MP0 with a procedure that, if observed, will allow a transaction to be treated as valid and binding even though a director, officer, or employee has or may have a conflict of interest with respect to the transaction. In the event there is an inconsistency between the requirements and procedures prescribed herein and those in federal or state law, the law shall control.
    All capitalized terms are defined in Part 2 of this policy.
  17. Conflict of Interest Defined.
    For purposes of this policy, the following circumstances shall be deemed to create Conflicts of Interest:
    a. Outside Interests.
    i. An Agreement or Transaction between TE-MP0 and a Responsible Person or Family Member.
    ii. An Agreement or Transaction between TE-MP0 and an entity in which a Responsible Person or Family Member has a Material Financial Interest or of which such person is a director, officer, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator, or other legal representative.
    b. Outside Activities.
    i. A Responsible Person competing with TE-MP0 in the rendering of services or in any other Agreement or Transaction with a third party.
    ii. A Responsible Person’s having a Material Financial Interest in; or serving as a director, officer, employee, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator, or other legal representative of, or consultant to; an entity or individual that competes with TE-MP0 in the provision of services or in any other Agreement or Transaction with a third party.
    c. Gifts, Gratuities and Entertainment. A Responsible Person accepting gifts, entertainment, or other favors from any individual or entity that:
    i. does or is seeking to do business with, or is a competitor of TE-MP0; or
    ii. has received, is receiving, or is seeking to receive a loan or grant, or to secure other financial commitments from TE-MP0;
    iii. is a charitable organization;
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    iv. under circumstances where it might be inferred that such action was intended to influence or possibly would influence the Responsible Person in the performance of his or her duties. This does not 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 TE-MP0.
  18. Definitions.
    a. A “Conflict of Interest” is any circumstance described in Part 1 of this Policy.
    b. A “Responsible Person” is any person serving as an officer, employee, or member of the board of directors of TE-MP0.
    c. A “Family Member” is a spouse, domestic partner, parent, child, or spouse of a child, brother, sister, or spouse of a brother or sister, of a Responsible Person.
    d. A “Material Financial Interest” in an entity is a financial interest of any kind that, in view of all the circumstances, is substantial enough that it would, or reasonably could, affect a Responsible Person’s or Family Member’s judgment with respect to transactions to which the entity is a party. This includes all forms of compensation.
    e. An “Agreement or Transaction” is any agreement or relationship involving the sale or purchase of goods, services, or rights of any kind, the providing or receipt of a loan or grant, or the establishment of any other type of pecuniary relationship by TE-MP0. The making of a gift to TE-MP0 is not an Agreement or Transaction within the meaning of this document.
  19. Procedures.
    a. Before board or committee action on and Agreement or Transaction involving a Conflict of Interest, a director or committee member having a Conflict of Interest and who is in attendance at the meeting shall disclose all facts material to the Conflict of Interest. Such disclosure shall be reflected in the minutes of the meeting.
    b. A director or committee member who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a Conflict of Interest shall disclose to the chair of the meeting all facts material to the Conflict of Interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting.
    c. A person who has a Conflict of Interest shall not participate in or be permitted to hear the Executive Board’s or committee’s discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting.
    d. A person who has a Conflict of Interest with respect to an Agreement or
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    Transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote. The person having a conflict of interest may not vote on the Agreement or Transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person’s ineligibility to vote shall be reflected in the minutes of the meeting. For purposes of this paragraph, a member of the board of directors of TE-MP0 has a Conflict of Interest when he or she stands for election as an officer or for re-election as a member of the board of directors.
    e. Responsible Persons who are not members of the board of directors of TE-MP0, or who have a Conflict of Interest with respect to an Agreement or Transaction that is not the subject of board or committee action, shall disclose to the Chair or the Chair’s designee any Conflict of Interest that such Responsible Person has with respect to an Agreement or Transaction. Such disclosure shall be made as soon as the Conflict of Interest is known to the Responsible Person. The Responsible Person shall refrain from any action that may affect TE-MP0’s participation in such Agreement or Transaction.
    f. In the event it is not entirely clear that a Conflict of Interest exists, the individual with the potential conflict shall disclose the circumstances to the Chair or the Chair’s designee, who shall determine whether there exists a Conflict of Interest that is subject to this policy.
  20. Confidentiality:
    a. Each Responsible Person shall exercise care not to disclose confidential information acquired in connection with such status or information the disclosure of which might be adverse to the interests of TE-MP0. Furthermore, a Responsible Person shall not disclose or use information relating to the business of TE-MP0 for the personal profit or advantage of the Responsible Person or a Family Member or the Responsible Person’s company.
  21. Review of Policy:
    a. Each new Responsible Person shall be required to review a copy of this Policy and to acknowledge in writing that he or she has done so.
    b. Each Responsible Person shall annually complete a disclosure form identifying any relationships, positions, or circumstances in which the Responsible Person is involved that he or she believes could contribute to a Conflict of Interest arising. Such relationships, positions, or circumstances might include service as a director of or consultant to a not-for-profit organization, or ownership of a business that might provide goods or services to TE-MP0. Each Responsible Person should also disclose to the board of directors any potential Conflict of Interest that may arise during the course of the year between the submissions of annual disclosure forms.
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    Any such information regarding business interests of a Responsible Person or a Family Member shall be treated as confidential and shall generally be made available only to the Chair, the Executive Director, and any committee appointed to address Conflicts of Interest, except to the extent additional disclosure is necessary in connection with the implementation of this Policy.
    c. This policy shall be reviewed annually by each member of the board of directors. Any changes to the policy shall be communicated immediately to all Responsible Persons.

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