SECTION 4. Conflict of Interest Policy. The purpose of this policy is to ensure that board members with a conflict of interest (or potential conflict) disclose the conflict and abstain from voting on any matter in which the conflict is relevant.

A conflict of interest is any situation in which private or personal considerations may compromise, or appear to compromise, a board member’s judgement in conducting the business of AVHS. A conflict arises any time a board member has a competing interest that prevents her/him from being impartial. A good rule to follow is for board members to place the interests of AVHS above their own.

Whenever a director has a financial or personal interest in any matter coming before the board of directors, the board shall ensure that:

The interest of such director is fully disclosed to the board of directors. Disclosure of the conflict or potential conflict should precede any discussion of the issue. The disclosure should be in writing to the board chairman, ideally at the time of election to the board, or at any time that a new conflict arises.

No interested director may vote or lobby on the matter at any time prior to or during the meeting of the board of directors at which such matter is voted upon. The interested director shall not be counted in determining the existence of a quorum for the vote on the matter in which the director has an interest. The director may be counted when determining the existence of a quorum for all matters that may be voted upon at the meeting for which the director does not have a conflict of interest.

Any transaction in which a director has a financial or personal interest shall be duly approved by members of the board of directors who are not so interested or connected. Any payments to the interested director shall be reasonable and shall not exceed fair market value.

The minutes of meetings at which such votes are taken shall record the nature of such disclosure, the name of the affected board member, whether she/he participated in the discussion, the nature of the participation if he/she participated in the discussion, and shall clearly state that he/she did not vote on the matter. In situations where a transaction with the affected board member is approved by the board, rationale for the approval shall be recorded in the minutes.