I. Purpose
1. USRowing is committed to sustaining an ethical organization free of conflicts of interest and perceived conflicts of interest. Each Affiliated Individual (as defined below) has the responsibility to administer the affairs of USRowing honestly and prudently, and to exercise their best care, skill, and judgment for the sole benefit of USRowing. Those persons will exercise the utmost good faith in all transactions involved in their duties, and they will not use their positions with USRowing, or knowledge gained therefrom for their personal benefit. The interests of the organization must be the first priority in all decisions and actions. USRowing requires that any of its Affiliated Individuals recognize, attempt to avoid activities or investments that involve, might appear to involve, or could result in a Potential Conflict of Interest (as defined below).

2. This policy does not attempt to provide an exhaustive list of every possible circumstance that might give rise to a Conflict of Interest (as defined below), but provides examples of situations or “transactions” where potential conflicts of interest often arise. A “transaction” is any contract, transaction, agreement, or relationship involving the sale or purchase of goods, services, or rights of any kind, the providing or receipt of a grant or loan, or the establishment of any other financial relationship with USRowing.

II. Applicability of Policy
1. This Conflict of Interest Policy is applicable to all USRowing Affiliated Individuals. “Affiliated Individuals” include, but are not limited to, members of USRowing’s Board of Directors (the Board of USRowing), officers, committee members, task force members, Hearing Panel and Grievance Panel members (as outlined in the USRowing Grievance Procedures, employees, and volunteers. Where reasonable, USRowing contractors may be required to comply with this policy in their contracts.

III. Definitions
1. A “Conflict of Interest” or “Conflict” exists when an Affiliated Individual’s activities interests, or relationships interfere with, influence, or have the potential to interfere with or influence his or her responsibilities on behalf of the USRowing or undermine the interests of the USRowing. The activities and interests of an Affiliated
Individual’s relatives and close associates must also be considered when evaluating whether a Conflict of Interest exists. Relatives and close associates (“RCAs”) include spouses/domestic partners, children, siblings, parents, inlaws, close friends, and business partners.

2. A Conflict of Interest can exist in the context of athlete or team selection when an Affiliated Individual participates in a selection decision that involves or impacts an athlete who is an RCA of the Affiliated Individual or when an Affiliated Individual participates in a benefits or services allocation decision that directly impacts the Affiliated Individual or their RCAs.

3. As defined below, a Conflict of Interest may be actual, potential, or perceived:

a. Actual Conflict of Interest. An actual conflict of interest (“Actual Conflict of Interest”) exists when an Affiliated Individual has an active relationship with a person or organization that may influence their decision making in their role with USRowing.

b. Potential Conflict of Interest. A potential conflict of interest (“Potential Conflict of Interest”) exists when an Actual Conflict of Interest has not yet been established, but there is reasonable cause to believe that a future event may create a Conflict of Interest. An example of a Potential Conflict of Interest is an Affiliated Individual that has an active relationship with a person or organization that is under consideration for a vendor contract with USRowing. By contrast, if the vendor relationship is established, the Affiliated Individual would have an Actual Conflict of Interest related to this vendor.

c. Perceived Conflict of Interest. A perceived conflict of interest (“Perceived Conflict of Interest”) exists when an Affiliated Individual does not have an active relationship with a person or organization, but it may appear to another individual that a connection between the two exists and has influenced a decision made by the Affiliated Individual. A Perceived Conflict of Interest may also exist if an Affiliated Individual has disclosed a Conflict of Interest and has recused themselves from decision making but takes actions that make it appear that they were involved in the decision (e.g., the conflicted person recused themselves from a discussion about a particular decision but remained in the room while the discussion was ongoing). It is important to remember that Perceived Conflicts of Interest are often seen by others as Actual Conflicts of Interest.

IV. Areas in Which Conflicts May Arise

1. Conflicts of Interest often arise due to the relationships Affiliated Individuals have with the following third parties:

a. Persons or entities supplying goods and services to USRowing;
b. Persons or entities leasing property or equipment to USRowing;
c. Persons or entities with whom USRowing is dealing or planning to deal in connection with the gift, purchase or sale of real estate, securities, or other property;
d. Competing or affinity organizations;
e. Donors and others supporting USRowing;
f. Agencies, organizations, and associations which affect the operations of USRowing; or
g. RCAs and other employees of USRowing.

2. Potential Conflicts of Interest often arise when Affiliated Individuals have an interest, directly or indirectly, with any persons or entities mentioned above. Examples of potential conflicts of interest are listed below. The list below is not intended to be an all-inclusive list of every instance that may create a Potential Conflict of Interest, but, rather, is simply a sample of the types of relationships and activities that may give rise to a Conflict of Interest. If an Affiliated Individual or other disclosing individual has any question as to whether a relationship or activity may create a Conflict of Interest, a disclosure must be made.

3. Examples of Potential Conflicts of Interest that should be disclosed are listed below:

a. An Affiliated Individual has personal relationships with other Affiliated Individuals who they regularly work alongside or who their work affects.

EXAMPLE: Two USRowing board members who are serving at the same time are married.

EXAMPLE: An USRowing board member is the parent of a current national team athlete.

b. Affiliated Individual or an RCA owns stock or holds debt or other proprietary interests in any third party dealing or who may potentially deal with USRowing.

EXAMPLE: A USRowing board member owns a 70% interest in a company seeking to enter into a contract with USRowing to provide consulting services.

c. Affiliated Individual or an RCA owns a business, maintains a second job, or provides goods or services under a provider, contractor, or consulting agreement, where by the outside business provides goods or services to USRowing, the USOPC, or any other NGB.

EXAMPLE: USRowing is contemplating entering into an agreement with a HR consulting company owned by an USRowing employee’s husband.

d. Affiliated Individual or an RCA holds a position of executive, officer, or director, participates in the management of, or is otherwise is employed (or formerly employed) by any third party dealing with USRowing.

EXAMPLE: A USRowing board member is the CEO of a technology company negotiating a contract with USRowing to provide IT services.

e. Affiliated Individual uses USRowing’s time, personnel, equipment, supplies, or goodwill for anything other than USRowing-approved activities, programs, and purposes.

EXAMPLE: A USRowing employee uses a USRowing vehicle for a personal road trip.

f. Affiliated Individual solicits gifts or gratuities using their USRowing role or accepts personal gifts, loans, gratuities, or discounts from third parties, including situations that may or may not constitute a violation of USRowing’s Gift & Entertainment Policy. No personal gift of money should ever be accepted.

EXAMPLE: A USRowing employee using her position at USRowing to obtain box seats to a sporting event from a vendor for personal use.

EXAMPLE: Accepting tickets to an NFL game worth $250 from a business seeking to obtain a contract to provide landscaping services for USRowing headquarters.

EXAMPLE: A USRowing board member gets paid a commission if USRowing enters into a particular contract with a third party.

g. Affiliated Individual or an RCA acts as an agent, representative, or consultant to a business whose interests may conflict with the interests of USRowing.

EXAMPLE: A USRowing board member agrees to promote another NGB in negotiations with potential sponsors or licensees.

h. Affiliated Individual or an RCA has a business relationship with a sponsor, supplier, licensee, or vendor of USRowing.

EXAMPLE: A USRowing employee’s spouse provides legal services to a USRowing sponsor.

i. Affiliated Individual awards USRowing business to, or provides favorable treatment to, a business owned or controlled by a volunteer or an RCA.

EXAMPLE: USRowing is contemplating entering into a contract for landscaping services with a company because the landscaping company is owned by an employee’s brother.

j. Affiliated Individual drafts selection procedures or participates and/or votes within a discretionary selection committee of USRowing when they have a relationship with an athlete who is potentially impacted by the selection procedures (e.g., as coach, trainer, parent, etc.) or when Affiliated Individual might benefit directly or indirectly from the selection method.

EXAMPLE: USRowing employee participating in a decision to select an athlete on USRowing’s team for World Championships or major international competition when the USRowing employee is athlete’s current coach or family member.

EXAMPLE: The athlete representative assisting with drafting, voting on, and/or signing the procedures is also competing for a spot on the team for which the procedures are written.

k. Affiliated Individual engages in activities or maintains interests and relationships that interfere with or influence, or have the potential to interfere with or influence, the satisfactory performance of their responsibilities on behalf of USRowing or undermine the interests of USRowing.

EXAMPLE: A USRowing board member has a significant client who owns or operates a facility being considered as the host of a USRowing event.

EXAMPLE: An Affiliated Individual serves on a hearing panel or appeal panel involving discipline against a member of the Affiliated Individual’s club / team / family.

EXAMPLE: An athlete is the potential recipient of benefits or services that are being allocated by USRowing and participates in the allocation decision.

V. Interpretation of This Policy

1. The examples listed in Section IV are not exhaustive. Affiliated Individuals should disclose all relationships and activities which may give rise to a Potential Conflict of Interest, whether or not listed expressly in Section IV.

2. Disclosure of a conflict or Potential Conflict of Interest does not necessarily prohibit involvement in the disclosed activity or with the USRowing. For example, the conflict might not be material enough to be of practical importance, or if it is material, it might be possible for the USRowing and Affiliated Individual to implement appropriate mitigating measures upon full disclosure of all relevant facts and circumstances. However, it is USRowing’s policy that the existence of any of the interests described or similar in nature to those described in Section IV will be disclosed before any transaction is consummated or any vote taken on an action, contract, relationship, or decision that would give rise to the Potential Conflict of Interest. It is the continuing responsibility of each Affiliated Individual to scrutinize his/her transactions, outside business interests, and relationships for potential conflicts and to immediately make such disclosures.

VI. Conflict Disclosure Statements

1. All Affiliated Individuals must comply with this Conflicts of Interest Policy and proactively disclose actual or potential conflicts of interest as they arise.

2. In addition, all members of the following groups of Affiliated Individuals must annually sign and submit to the Governance and Ethics Committee a standardized disclosure form to disclose any actual or potential conflicts of interest:

a. USRowing Employees
b. Board members and officers
c. Committee members
d. Volunteers and contractors with substantial decision-making authority

3. Hearing Panel, Grievance Panel and task force members are also required to complete a conflicts disclosure prior to beginning their duties.

4. Any new USRowing employee will submit a Conflict of Interest disclosure statement within fourteen (14) days of his or her hiring by USRowing to fulfill the annual disclosure requirement. Any other new Affiliated Individuals who are required to submit an annual disclosure will submit a Conflict of Interest disclosure statement by the earlier of fourteen (14) days after his or her appointment or his or her first board, committee, or task force meeting to fulfill the annual disclosure requirement. In no event will an Affiliated Individual participate in any decisions to commit USRowing to a proposed transaction or in athlete or team selection procedures prior to submission of his or her Conflict of Interest disclosure statement.

5. Any Actual Conflict of Interest or Potential Conflict of Interest must be disclosed. Each conflicts disclosure will be reviewed and addressed by the Governance and Ethics Governance Committee as outlined in Section VIII.

6. USRowing will maintain copies of all disclosures submitted in accordance with the document retention policies and procedures.

VII. Periodic Statements and Updates

1. In addition to the required annual disclosures, each employee, board member or officer, committee member, and volunteer or contractor with substantial decision-making authority will submit to the Governance and Ethics Committee an updated disclosure describing any new potential conflicts of interest or material changes to a previously disclosed Conflict of Interest as they arise. USRowing will maintain copies of all periodic statements or updates submitted in accordance with the document retention policies and procedures.

2. Board and committee members must also review meeting agendas before each meeting to determine if, for any discussion item, they have any potential conflicts of interest that should be disclosed under this policy. At the beginning of each meeting, each board or committee member should state the agenda items for which he or she has such a Potential Conflict of Interest. When those agenda items are addressed by the board or committee, the conflicted board or committee member may need to recuse themselves for discussions and/or board or committee votes. Board and committee members who become aware of a conflict mid-discussion, such as during a conversation that evolves to include content that presents a conflict that was not apparent from the agenda item’s title, should recuse themselves at that time.

3. Recusal means the board or committee member must leave the room or the teleconference entirely and return only when the discussion or vote on the agenda item is completed. The minutes should reflect each disclosure and recusal.

VIII. Procedures for Reviewing and Managing Potential Conflicts of Interest

1. Review of Disclosures. The Governance and Ethics Committee collects and reviews Conflict of Interest disclosures, documents any Actual or Potential Conflicts of Interest, and determines any actions required to manage the Conflict of Interest.

2. Conflicts will be addressed as follows:

a. The Governance and Ethics Committee will review the information provided by the Affiliated Individual in their disclosure, requesting additional information from the Affiliated Individual if necessary to fully understand the nature of the conflict.

b. The Governance and Ethics Committee will determine whether an actual or apparent Conflict of Interest exists.

c. If the Governance and Ethics Committee, as applicable, determines that an actual or apparent Conflict of Interest exists, they will determine whether there are mitigating measures that can be implemented to alleviate the conflict and/or what steps the interested individual and/or USRowing must take or not take in order to avoid the conflict.

d. The disclosure of an Actual or Potential Conflict of Interest will not necessarily prohibit involvement in the disclosed activity or with USRowing. Rather, each disclosure will be reviewed individually, and actions may be recommended to protect the Affiliated Individual, USRowing, and the integrity of the decisions made by the Affiliated Individual and USRowing from actual, potential, and perceived conflicts of interests. These actions may include limitation of involvement, separation from certain USRowing activities, or requests to cease the activity in question.

e. All direction for managing conflicts will be discussed with the Affiliated Individual directly. If a material conflict is identified (whether actual or potential) for the CEO, Executive Director, board member, or Designated Committee (as defined by the USOPC Bylaws) member, the Governance and Ethics Committee must communicate, in writing, its direction on conflict management to the individual.

f. With Respect to Proposed USRowing Transactions or Business. In the event a Potential Conflict of Interest exists with respect to a proposed transaction or arrangement, then promptly and before any decision is made regarding the proposed transaction or arrangement, the Potential Conflict of Interest will be addressed as follows:

i. The interested person may make a presentation to the Governance and Ethics Committee, which may be convened telephonically, regarding the transaction or arrangement involving the Potential Conflict of Interest.

ii. The interested person will then recuse themselves from any and all discussion and approval (if applicable) of the Conflict of Interest.

iii. The Governance and Ethics Committee will determine whether an Actual or Apparent Conflict of Interest exists. For transactions, the Governance and Ethics Committee may consider whether a competitive bid or competitive evaluation exists.

iv. If the Governance and Ethics Committee determines that an Actual or Apparent Conflict of Interest exists, it will determine whether there are mitigating measures that can be implemented to alleviate the conflict and/or what steps the interested individual and/or USRowing must take or not take in order to avoid the conflict. The Governance and Ethics Committee may determine in some cases that USRowing cannot engage in the transaction or arrangement at all due to the conflict or Potential Conflict of Interest.

g. With Respect to Drafting Selection Procedures and Athlete/Team Discretionary Selection. The following more particularized disclosure requirements and procedures apply in the context of drafting selection procedures and athlete/team discretionary selection decisions in order to ensure that no Affiliated Individual participating in the process has a Conflict of Interest that will impact his/her ability to make a fair and unbiased decision in the athlete or team selection process. Any Affiliated Individual involved in the drafting of procedures, including the athlete representative, or on a discretionary selection committee who has a Potential Conflict of Interest must disclose it to the Governance and Ethics Committee for review. The following process will be followed:

i. The Interested Person may make a presentation to the Governance and Ethics Committee, which may be convened telephonically, regarding the Potential Conflict of Interest.

ii. The interested person will then recuse themselves from any and all discussion regarding the Potential Conflict of Interest.

iii. The Governance and Ethics Committee will determine whether an actual or apparent Conflict of Interest exists

iv. If the Governance and Ethics Committee determines that a Conflict of Interest is exists, it will either mandate the individual’s recusal from the process or determine to what extent, if any, that individual can participate in the process. The Governance and Ethics Committee may determine that the individual can still participate in the drafting of the procedures or be included in the discussions for discretionary selection of a team, but not take part in any sign-off, vote, or decision. For example, a national team coach or high performance director may provide information to the selection committee so long as such information is provided in a fair and unbiased manner and the committee member who disclosed the Conflict of Interest does not vote toward the final decision.

v. Under no circumstances will a person with an Actual or Potential Conflict attempt to unduly influence other members of the committee in the selection process.

If the Affiliated Individual is recused and a vacancy on the committee exists, either in the drafting process or on the discretionary selection committee, USRowing will use its best reasonable efforts to fill that vacancy. If a vacancy results in the athlete representative position, another athlete representative who meets the qualifications for that committee will be appointed and approved by a representative group of athletes.

h. With Respect to Seating Hearing Panels and Grievance Panels. The following more particularized disclosure requirements and procedures apply in the context of seating Hearing Panels and Grievance Panels in order to ensure that no Affiliated Individual participating in the process has a Conflict of Interest that will impact his/her ability to make a fair and unbiased decision in the hearing process to resolve a grievance.

Any Affiliated Individual appointed to a Hearing Panel or Grievance Panel, including the athlete representative, is obligated to disclose all Actual or Potential Conflicts of Interest prior to being appointed to a hearing panel. The Governance and Ethics Committee will solicit and review potential panel members’ disclosures and make a determination on whether they are a disinterested party for the matter under review.

Hearing Panel and Grievance Panel appointments are subject to an objection from either the complaining party or responding party on the grounds of a Conflict of Interest which is believed to be disqualifying.
Objections will be handled using the following process:

i. The objecting party may report the alleged Conflict of Interest to the Governance and Ethics Committee within seven (7) days following the parties’ notification of Hearing Panel or Grievance Panel appointment.

ii. The Ethics Committee will review the objecting party’s report and, taking all investigative steps necessary, determine whether an Actual or Potential Conflict of Interest exists.

iii. If the Governance and Ethics Committee determines that an Actual or Potential Conflict of Interest exists, the hearing panel member will be disqualified and a new hearing panel member will be appointed to replace the disqualified hearing panel member. The replacement hearing panel member shall be required to complete all disclosure requirements and is similarly subject to challenge by the parties as outlined in this section.

3. Reporting Violations of the Conflicts of Interest Policy. Any individual with a good faith belief that an Affiliated Individual has a Conflict of Interest may notify the Governance and Ethics Committee of such perceived conflict by emailing a report to the Governance and Ethics Committee at Chair.GovernanceandEthics@USRowing.org. Furthermore, should any Affiliated Individual become aware of any undisclosed Conflict of Interest, or any Conflict of Interest not fully disclosed, they should make full disclosure of their knowledge of the Potential Conflict of Interest involved by filing a report to the Governance and Ethics Committee at Chair.GovernanceandEthics@USRowing.org. Reports may be made anonymously, if desired.

All good faith reports of violations of this policy are protected under the provisions of the USRowing Whistleblower and Anti-Retaliation Policy. USRowing has zero tolerance for retaliation against an individual for filing a good faith report of a violation or potential violation. Consult the USRowing Whistleblower and Anti-Retaliation Policy for additional information.

4. Violations of the Conflicts of Interest Policy. If the Governance and Ethics Committee has reasonable cause to believe an Affiliated Individual has failed to disclose an actual or Potential Conflict of Interest, it will promptly inform the Affiliated Individual of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. 

If, after hearing the Affiliated Individual’s response and after making further investigation as warranted by the circumstances, the Governance and Ethics Committee determines the Affiliated Individual has failed to disclose the conflict or Potential Conflict of Interest, it will take appropriate disciplinary and corrective action. The Governance and Ethics Committee will communicate all such decisions in writing to the Affiliated Individual. The Governance and Ethics Committee’s decision will be final.

In the event that a member of the Governance and Ethics Committee is not disinterested in a particular alleged violation under review, that member shall recuse themselves from the investigation and decision-making process. In all cases, matters under review shall be reviewed by disinterested parties.
While any such failure to disclose a conflict or Potential Conflict of Interest is under investigation by the Governance and Ethics Committee, the Affiliated Individual will be precluded from engaging in further decisions of USRowing that bear any relation whatsoever to the matter that is the subject of the conflict or Potential Conflict of Interest.

5. USRowing Resources. USRowing’s Executive Director is responsible for this policy and its enforcement. 
USRowing’s Executive Director can be contacted with any questions about this policy here conflicts@usrowing.org.

6. Additional Resources. Individuals who wish to report concerns related to this policy as it relates to involvement in the Olympic and Paralympic Movement, or are uncomfortable reporting a concern directly to USRowing, may also submit a report using the USOPC Integrity Portal. The Integrity Portal allows individuals to submit concerns to the USOPC confidentially and/or anonymously. Reports may be made online or by telephone.

Website: usopc.ethicspoint.com
Hotline: 877-404-9935

Team USA athletes may contact the Athlete Ombuds for independent and confidential advice on a variety of sport related matters, including their rights, applicable rules, policies or processes, and questions related to resolving disputes and grievances. The Athlete Ombuds can also help Team USA athletes connect with legal counsel or mental health resources if needed. All other USRowing athletes (i.e., athletes competing domestically at the masters or youth level, recreational athletes, foreign athletes), are welcome to visit the Athlete Ombuds website to review informational resources and should work directly with USRowing to understand additional resources and options available to them.

Email: ombudsman@usathlete.org
Website: usathlete.org

Please review before proceeding:
To streamline internal compliance, select "Yes" if you have any conflicts to disclose. You’ll be able to clarify details later in the policy.

If you select "No," the conflict fields will be disabled and you won’t be able to submit any entries.

Code of Conduct Policy 

Gifts & Entertainment Policy

13. I certify that the foregoing information provided by me is true and correct to the best of my knowledge. I understand that I have a continuing obligation to amend and revise my responses to this disclosure form, and to disclose any conflicts of interest that may arise after I have executed this form.

Form to be reviewed and approved by the Chair of the Governance and Ethics Committee, Don Reynolds.

If any conflicts are identified, directives will be recommended.

Compliance to receive a copy.

Article I — Purpose

1. The purpose of this USRowing Confidentiality Agreement and Conflicts Disclosure Form is to protect USRowing’s interests when it contemplates entering into a transaction or arrangement that might benefit the private interests of an officer, director, or committee member of USRowing or might result in a possible excess benefit transaction.

2. This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.

3. This policy is also intended to identify “independent” directors.

Article II — Definitions

1. “Interested person” — Any director, officer, or member of a committee with Board of Directors-delegated powers, who has a direct or indirect financial interest, as defined below.

2. “Financial interest” — A person has a financial interest if the person has, directly or indirectly through a business, investment or family member:

a. An ownership or investment interest in any entity with which USRowing has a transaction

b. A compensation arrangement with USRowing or with any entity or individual with which USRowing has a transaction or arrangement; or

c. A potential ownership or investment in, or compensation arrangement with, any entity or individual with which USRowing is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not immaterial.

A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the Board of Directors or Ethics and Governance Committee decides that a conflict of interest exists, in accordance with this policy. 

3. “Independent Director” — A director shall be considered “independent” for the purposes of this policy if he or she is “independent” as defined in the instructions for the IRS 990 form or, until the elements of such definition arise, the director:

a. Is not, and has not been for a period of at least three years, an employee of USRowing or any entity in which USRowing has a financial interest;

b. Does not directly or indirectly have a significant business relationship with USRowing, which might affect the independence of such individual’s decision-making;

c. Is not employed as an executive of another corporation where any of USRowing’s executive officers or employees serve on that corporation’s compensation committee; and

d. Does not have an immediate family member who is an executive officer or employee of USRowing or who holds a position that has a significant financial relationship with USRowing.

4. “Confidential Information” — Confidential Information means any and all information of USRowing and its affiliates, and any and all materials containing such information, that is not in the public domain or is not generally known by the public or those with whom they compete or do business, or with whom they plan to compete or do business, and any and all information the disclosure of which would otherwise be adverse to the interest of USRowing or any of its affiliates.

Article III — Procedures

1. Duty to Disclose — In connection with any actual or possible conflict of interest, an interested person must disclose the existence and nature of the financial interest giving rise to such actual or possible conflict and be given the opportunity to disclose all material facts to the Board of Directors or Ethics and Governance Committee.

2. Recusal — Any person may recuse himself or herself at any time from involvement in any decision or discussion in which the person reasonably believes he or she has or may have a conflict of interest, without going through the process for determining whether a conflict of interest exists.

3. 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 Board of Directors or Ethics and Governance Committee meeting while the determination of a conflict of interest is discussed
and voted upon. The remaining Board of Directors or Ethics and Governance Committee members shall decide if a conflict of interest exists.

4. Procedures for Addressing the Conflict of Interest

a. An interested person may make a presentation at the Board of Directors or Ethics and Governance 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 Board of Directors or Ethics and Governance 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 Board of Directors or Ethics and Governance Committee shall determine whether USRowing 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 Board or Executive Committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in USRowing’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. 

5. Violations of the Conflicts of Interest Policy

a. If the Board of Directors or Ethics and Governance Committee has reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, it shall inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose.

b. If, after hearing the interested person’s response and after making further investigation as warranted by the circumstances, the Board of Directors or Ethics and Governance Committee determines the interested person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV — Records of Proceeding

The Minutes of the Board and all committees with Board of Directors-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 Board of Directors or Ethics and Governance Committee decision as to whether a conflict of interest in fact existed, and (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

1. A voting member of the Board of Directors who receives compensation, directly or indirectly, from USRowing for services is precluded from voting on matters pertaining to that member’s compensation.

2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from USRowing for services is precluded from voting on matters pertaining to that member’s compensation.

3. No voting member of the Board of Directors or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from USRowing, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Article VI — Annual Statements

1. Each director, officer and member of a committee with Board of Directors-delegated powers shall annually sign a statement which affirms such person:

a. Has received a copy of this Conflicts of Interest Policy and Confidentiality Agreement,

b. Has read and understands the Conflicts of Interest Policy and Confidentiality Agreement,

c. Has agreed to comply with the Conflicts of Interest Policy and Confidentiality Agreement, and 

d. Understands USRowing is a charitable organization 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.

2. Each voting member of the Board of Directors shall annually sign a statement which declares whether such person is an independent director.

3. If at any time during the year, the information in the annual statement changes materially, the director shall disclose such changes and revise the annual disclosure form.

4. The Board of Directors shall regularly and consistently monitor and enforce compliance with this policy by reviewing annual statements and taking such other actions as are necessary for effective oversight. 

Article VII — Periodic Reviews

To ensure USRowing operates in a manner consistent with its 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 (if reasonably available), and the result of arm’s length bargaining and (b) whether partnerships, joint ventures, and arrangements with management organizations, if any, conform to USRowing’s written policies, are properly recorded, reflect reasonable payments for goods and services rendered, further its charitable purposes and do not result in inurement or 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, USRowing may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.

Article IX — Acknowledgements

The United States Rowing Association expects the highest standard of ethics and integrity from its directors, officers, managers, employees, and agents. All such individuals and members of committees with Board of Directors-delegated powers, therefore, are required to disclose relationships or situations that might affect
or be perceived by others as affecting the objectivity or independence of his/her judgment or conduct in carrying out his/her duties and responsibilities.

As a member of the Board of Directors, an officer, or a member of a committee with Board of Directors-delegated powers, of USRowing, I recognize that I owe a fiduciary duty of loyalty to USRowing. This duty requires me to avoid conflicts of interest and to act at all times in the best interests of USRowing. The purpose of the USRowing Conflicts of Interest Policy is to help inform the Board of Directors about what constitutes a conflict of interest, assist the Board in identifying and disclosing actual and potential conflicts, and help ensure the avoidance of conflicts of interest where necessary.

Members of the Board of Directors, officers, and members of a committee with Board of Directors-delegated powers have a fiduciary duty to conduct themselves without conflict to the interests of USRowing. In their respective capacities as members of the Board of Directors, principal officers, and members of a committee with Board of Directors-delegated powers, they must subordinate personal, individual business, third-party, and other interests to the welfare and best interest of USRowing.

By acknowledging this Conflicts of Interest Policy and Confidentiality Agreement, I agree that, other than as needed to fulfill the authorized scope of my duties as a member of the Board of Directors, and officer, or a member of a committee with Board of Directors-delegated powers, I will not use for myself or for others or divulge or convey to any other person any Confidential Information obtained during the period of my membership on the Board of Directors, service as an officer, or membership on a committee with Board of Directors-delegated powers of USRowing. I agree to observe all USRowing policies and procedures concerning Confidential Information. I agree that, except as may be permitted by written USRowing policies, I will not remove from USRowing’s premises any of such Confidential Information without the prior written authorization of USRowing.

My obligations under this agreement will continue with respect to Confidential Information until such information becomes generally available from public
sources through no fault of my own. If I am requested, become legally compelled by subpoena or otherwise, or am required by a regulatory body to make any disclosure that is prohibited by this section, I will promptly notify USRowing so that it may seek a protective order or other appropriate remedy if USRowing deems such protection or remedy necessary. Subject to the foregoing, I may furnish only that portion of Confidential Information that I am legally compelled or required to disclose. The restrictions set forth herein are in addition to and not in lieu of any obligations I may have by law with respect to Confidential Information.

I further agree that a violation or threatened violation of these confidentiality obligations would cause or risk, as the case may be, irreparable harm to USRowing, not adequately compensable by money damages alone and that, USRowing shall, therefore, have the right to seek equitable relief, including by way of injunction, in any court of competent jurisdiction to enjoin or prevent any such violation or threatened violation, without the necessity of posting any bond or undertaking.  

Annual Conflict of Interest and Confidentiality Statement

This Conflicts of Interest and Confidentiality Statement is intended to solicit information about contacts, associations, relationships or financial interests that might present a conflict of interest with the duties performed on behalf of USRowing and to acknowledge agreement with the USRowing Conflicts of Interest Policy and Confidentiality Agreement. Completion of this form does not relieve any interested person or other director, officer or member of a committee with Board of Directors-delegated powers from the continuing duty to disclose possible conflicts of interest, including conflicts that may arise from occurrences or relationships that develop or become apparent after execution of this form.

Personal financial or other non-public information disclosed on this form shall be available to the Ethics and Governance Committee, and in the case of employees, to the Chief Executive Officer, but shall only be used for purposes of monitoring compliance with relevant ethics and conflict of interest policies of USRowing and shall not be further disseminated unless necessary to comply with legal or ethical obligations.

7. Please fill out the forms annexed hereto, including the sections entitled Financial Interests, Nonfinancial Interests, Rowing Interests, National Team Interests, and Disclosure of Conflicts of Interests. I certify that the foregoing information, and the information provided on the forms annexed hereto, is true, correct, and complete to the best of my knowledge. I understand that I have a continuing obligation to amend and revise my responses to this disclosure form, and to disclose any conflicts of interest that may arise after I have executed this form. I further acknowledge and agree to all provisions of the Conflicts of Interest Policy and Confidentiality Agreement, including without limitation my confidentiality obligations thereunder.

Form to be reviewed and approved by the Governance and Ethics Committee.