Section 17.01 Fiscal Year
The fiscal year of AHP shall be the calendar year or such other period, as may be fixed by the Board of Directors.
Section 17.02 Checks, Notes and Contracts.
The Executive Board with oversight of the Board of Directors shall vet and formally approve, in writing, all transactions on behalf of AHP, including but not limited to, signing checks, drafts, or other orders for payment of money, signing acceptances, notes, or other evidences of indebtedness, entering into contracts, or executing and delivering other documents and instruments. The signatures of the following three (3) Executive Board members shall be needed to effectuate all financial disbursements:
(i) The President or Vice-President;
(ii) The Treasurer; and
(iii) The Secretary.
Section 17.03 Loans to Directors and Officers
No loans shall be made by AHP to its Directors, Officers or members.
Section 17.04 Corporate Seal
The Board of Directors may determine the need for a corporate seal. The corporate seal of AHP shall be in circular form, shall have the name of AHP inscribed thereon and shall contain the words Corporate Seal,District of Columbia, and the year of incorporation in the center, or shall be in such form as may be approved, from time to time, by the Board of Directors.
Section 17.05 Confidentiality
All current and former Directors, Officers and Advisory Council members shall keep confidential, and not use for commercial or other purposes, information obtained during his/her tenure.
Section 17.06 Conflicts between the Board of Directors and Executive Board
In the event of a conflict between the decisions of the Executive Board and the Board of Directors, the decision of a simple majority of all Directors then in office shall govern.
Section 17.07 Conflict of Interests Policy
A. If the Executive Board or Board of Directors considers entering into any transaction or arrangement with a corporation, entity or individual in which an Officer, Director, or Advisory Council member has an interest:
- The interested Officer, Director, or Advisory Council member shall disclose in writing the potential conflict of interest to the Executive Board or Board of Directors;
- The Executive Board or Board of Directors may ask the interested Officer, Director or Advisory Council member to leave the meeting during discussion of the matter that gives rise to the potential conflict;
- The interested Officer or Director shall not vote on the matter that gives rise to the potential conflict;
- The Executive Board or Board of Directors shall approve the transaction or arrangement by a majority vote of the Officers or Directors present at a meeting that has a quorum, not including the vote or the presence of the interested Officer or Director; and
- The minutes of the meeting of the Executive Board or Board of Directors shall state which Officers or Directors were present for the discussion and vote, the content of the discussion, and any roll call of the vote.
B. In addition, if an Officer or Director has an interest in a transaction or arrangement that might involve personal financial gain or loss for the Officer or Director, in addition to the provisions described above:
- If appropriate, the Executive Board or Board of Directors may appoint a non-interested person or committee to investigate alternatives to the proposed transaction or arrangement;
- In order to approve the transaction, the Executive Board or Board of Directors shall first find, by a majority vote of the Officers/Directors then in office, without counting the vote of the interested Officer/Director, that the proposed transaction or arrangement is in the organization's best interest and for its own benefit; the proposed transaction is fair and reasonable to the organization; and, after reasonable investigation, the Executive Board/Board of Directors has determined that the organization cannot obtain a more advantageous transaction or arrangement with reasonable efforts under the circumstances;
- The interested Officer/Director shall not be present for part of the discussion and for the vote regarding the transaction or arrangements; and
- The transaction or arrangement must be approved by a majority vote of the Officers/Directors, not including the interested Officer/Director.