2023 New York Laws › REL - Rural Electric Cooperative › Article 2 - Purpose; Organization and Management; Powers › 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.