Copyright Assignment
As a member of the Board of Trustees (the “Board”) of the Foundation of NACE who participates in the development, modification and refinement of written, electronic and other materials in furtherance of the Foundation’s purposes and mission (collectively, the “Intellectual Property”), for good and valuable consideration, I hereby completely, exclusively and irrevocably assign and agree to assign to the Foundation of NACE in perpetuity ownership of all of the copyrights (and all rights subsumed hereunder) and other intellectual property rights in and to all of my contributions to the Intellectual Property (the “Contributions”), both those Contributions that have been made in the past and those that will be made in the future.
Confidentiality Statement
As a member of the Board, I recognize that I owe a fiduciary duty of care to the Foundation. This includes a duty of confidentiality. All information and documentation that I receive from NACE and others in connection with my service on the Board will be treated with strict confidentiality. Neither the contents nor the existence of this information or documentation will be shared with anyone other than the officers, directors, employees, and attorneys of the Foundation. I will direct any questions regarding my confidentiality obligations to the Executive Director.
Conflicts of Interest Policy
As a member of the Board, I recognize that I owe a fiduciary duty of loyalty to the Foundation. This duty requires me to avoid conflicts of interest and to act at all times in its best interests. The purpose of the conflicts of interest policy (set forth below) is to help inform the Board 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. This policy may be enforced against individual Board members as described below:
1. Board members have a fiduciary duty to conduct themselves without conflict to the interests of the Foundation. In their capacity as Board members, they must subordinate personal, individual business, third-party, and other interests to the welfare and best interests of the Foundation.
2. A conflict of interest is a transaction or relationship which presents or may present a conflict between a Board member’s obligations to the Foundation and the Board member’s personal, business or other interests.
3. All conflicts of interest are not necessarily prohibited or harmful to the Foundation of NACE. However, full disclosure of all actual and potential conflicts, and a determination by the neutral, uninvolved Board (or NACE Executive Committee) members – with the interested Board member(s) recuse from participating in debates and voting on the matter – are required.
4. All actual and potential conflicts of interests shall be disclosed by Board members to the NACE Executive Committee through the annual disclosure form and/or whenever a conflict arises. The neutral uninvolved members of the NACE Executive Committee shall make a determination as to whether a conflict exists and what subsequent action is appropriate (if any). The NACE Executive Committee shall inform the Board of such determination and action. The Board shall retain the right to modify or reverse such determination and action, and shall retain the ultimate enforcement authority with respect to the interpretation and application of this policy.
5. On an annual basis, all Board members shall be provided with a copy of this policy and required to complete and sign the acknowledgment and disclosure form below. All completed forms shall be provided to and reviewed by the Treasurer, as well as all other conflict information, if any, provided by Board members.
ACKNOWLEDGMENT AND CONFLICT OF INTEREST DISCLOSURE FORM
I have read the Copyright Assignment, Confidentiality Statement, and Conflicts of Interest Policy set forth above and agree to comply fully with their terms and conditions at all times during my service as a Foundation of NACE Board member and thereafter as may apply. I understand that failure to do so shall be cause for my suspension or removal from the Board of Trustees and result in my exclusion from executive sessions of the Board. If at any time following the submission of this form, I become aware of any actual or potential conflicts of interest, or if the information provided below becomes inaccurate or incomplete, I will promptly notify the Foundation of NACE Executive Director in writing.
ACKNOWLEDGMENT AND CONFLICT OF INTEREST DISCLOSURE FORM
I have read the Copyright Assignment, Confidentiality Statement, and Conflicts of Interest Policy set forth above and agree to comply fully with their terms and conditions at all times during my service as a Foundation of NACE Board member and thereafter as may apply. I understand that failure to do so shall be cause for my suspension or removal from the Board of Trustees and result in my exclusion from executive sessions of the Board. If at any time following the submission of this form, I become aware of any actual or potential conflicts of interest, or if the information provided below becomes inaccurate or incomplete, I will promptly notify the Foundation of NACE Executive Director in writing.