Conflict of Interest Policy

Duty of Loyalty & Conflicts of Interest

Section 1. Duty of Loyalty. No Officer or Director shall engage in, or condone, any conduct that is disloyal, disruptive, damaging or competes with ADK. No Officer or Director shall take any action, or establish any interest, that compromises his/her ability to represent ADK’s best interest.

Section 2. Conflict of Interest Definition. A conflict of interest exists when a matter to be acted upon by the Executive Committee and/or the Board of Directors confers a direct, substantial benefit to any Director of the Board, or business or agency from which such a Director derives an income or has authority in governance.

Section 3. Abstention. A member of the Board of Directors or member of the Executive Committee must abstain from voting or attempting to influence the vote or participating in the discussion on any matter before the Board that places him or her in a conflict of interest.

Section 4. Disclosure. A member of the Board shall disclose the conflict or potential conflict as soon as he/she recognizes the conflict. If self-disclosure is not revealed, the President or any member of the Board of Directors can, prior to voting on a specific matter in which a potential conflict of interest exists, inquire whether any member of the Board desires to abstain from voting because of a conflict of interest. If no conflict of interest is disclosed but the President or any other member of the Board states the opinion that such a conflict exists and the challenged Board member refuses to abstain from the deliberations or voting as requested, the President shall immediately call for a vote of the Directors to determine whether the challenged Director is in a conflict of interest. If a majority of the Directors present vote to require the abstention of the challenged Director, that Director shall not be permitted to vote.

Section 5. Any discussion of a potential conflict of interest issue must be recorded in the minutes and must be disclosed to the Audit Committee. The Audit Committee must make an Annual Conflict of Interest Statement.