Bylaws

ARTICLE ONE: NAME AND OFFICE

SECTION 1. The name of this corporation shall be Viroqua Hockey Association, Inc. and its principle office shall be located in the city of Viroqua, Vernon County, State of Wisconsin.

ARTICLE TWO: PURPOSE

SECTION 1. To operate as a qualified amateur sports organization, exclusively to foster national or international amateur sports competition, and primarily to promote, support and develop amateur athletes in the sports of ice hockey, figure skating and other ice activities, to be duly organized and operated exclusively for charitable, educational, religious, or scientific purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.

ARTICLE THREE: AFFILIATION

The Association shall be affiliated with USA Hockey and Wisconsin Amateur Hockey Association and shall comply with and enforce all rules and regulations of these organizations in connection with the objects, purposes, functions and powers of VAHA as set forth in the bylaws.

ARTICLE FOUR: MEMBERSHIP

SECTION 1. Membership shall be open to all adult persons who are interested in the promotion of ice hockey and other ice skating activities.

SECTION 2. Membership in the Viroqua Hockey Association, Inc. shall be open to all persons without regard to race, gender, religion, age, origin or economic circumstances and this organization is not segregated. There shall be no discrimination against any applicant for membership in this club on the basis of race, gender, religion, age or origin. It shall be the responsibility of every participating member to conduct themselves within the spirit of these bylaws to assure the proper function of the Club.

SECTION 3. The requirements for any youth participating in any and all levels of the program are as follows:

A. A member of the youth's immediate family must be a member of the Viroqua Hockey Association, Inc. Immediate family shall mean a parent or guardian and meet the membership requirements outlined in Section 1 above.

B. All participating youths must have a signed permission slip from a parent or guardian, the content of such permission slip to be determined by the registration committee of the Club.

C. Upon written request by the parent or guardian of a prospective participant to the Board of directors, the Board of Directors shall have the discretion to waive the membership requirement contained in paragraph A above. Such written request shall specify the reason why the waiver is being requested.

SECTION 4. There shall be an annual meeting of the membership in spring at a place and time to be determined and members shall be notified by ordinary mail at least (10) ten and not more than sixty (60) days prior to said meeting. Said notice shall contain the names of nominees for open board seats and any and all matters of discussion for consideration of the Board of Directors.

The purpose of the annual meeting shall be:

1. The election of new members of the Board of Directors for the ensuing term of office.

2. A written financial summary for the year shall be presented to all of its members.

3. At annual meetings of the membership, a quorum shall consist of ten percent (10%) or more of the members in the association. In order to conduct any lawful business of the association a majority vote of a quorum shall be necessary.

SECTION 5. Special meetings of the members may be called at any time at the discretion of the President or by the majority vote of the board of directors or by application in writing by 6(six) association members to be received by the Board of Directors. The request must state the reason for a special meeting and the items intended to be discussed at the meeting. Written notice of the special meeting shall be made public by the Secretary to all members at least 14 days prior to the date of the meeting, and such notice shall contain the date, time and place of the meeting as well as the purpose of the meeting. A simple majority of members of the Association shall be present for a quorum for a special meeting. In order to conduct any lawful business of the association a majority vote of a quorum shall be necessary.

ARTICLE FIVE: DEFINITIONS

SECTION 1. As used in the Bylaws, the term:

A. Amateur athlete means any athlete who shall have no personal profit from participation in competitions or exhibitions or public demonstrations and meets the eligibility standards established by the Amateur Hockey Association of the United States, the national governing body for youth hockey, and the United States Figure Skating Association, the governing body for figure skating.

B. Amateur sports organization means a not-for-profit corporation, Club, federation, union, association, or other group organized in the United States which sponsors or arranges any amateur athletic competition.

C. Amateur athletic competition means a contest, game, meet, match, tournament, or other event in which amateur athletes compete.

D. VAHA means Viroqua Hockey Association, Inc.

E. USAH means USA Hockey.

F. Club means the organization of VAHA.

G. USFSA means United States Figure Skating Association.

H. WAHA means Wisconsin Amateur Hockey Association.

ARTICLE SIX: OBJECTIVES

SECTION 1. The objects and purposes of VAHA shall be to:

A. Meet national goals for amateur athletic activities and to encourage the attainment of these goals.

B. Promote, foster, and develop the standards of ice hockey and other ice activities throughout Vernon County and the surrounding area.

C. Maintain uniform national playing rules of ice hockey or other ice recreation.

D. Encourage the formation of other ice recreation programs.

E. Display, and administer national and regional policies beneficial to the sports and to enforce laws and regulations governing the sport of ice hockey or other ice recreation.

F. Promote and encourage physical fitness and public participation in amateur athletic activities, in general, and to promote ice hockey as a team sport, and in addition figure skating primarily for boys and girls, young men and young women, as a means of healthful exercise for improving physical fitness, mental health and social development, in particular.

G. Provide and coordinate technical information on physical training, coaching and performance analysis, and sports safety.

H. Sponsor, encourage, and regulate ammeter hockey tournaments and other ice shows and events.

ARTICLE SEVEN: BOARD OF DIRECTORS

SECTION 1. General Powers. The property, affairs and business of the club shall be under the care of and be managed by the Board of Directors.

SECTION 2. The number of Directors shall be nine (9) to fifteen (15), which number may be changed by amendment of these by-laws but shall not be less than three (3).

SECTION 3. Term of Office:

A. Each Director shall be elected at the annual Spring membership meeting, and the term of office shall be three (3) years until the next annual Spring membership meeting and the election and qualification of his/her successor. Consecutive terms shall not be limited.

B. Any active member including present Directors may place his/her or the name of any other active member in nomination for the Board of Directors. Nomination for Directors shall be closed at the March meeting of the Board of Directors before the Annual Spring membership meeting and all members present shall vote up to but not to exceed the number of openings on the Board of Directors at that time.

C. The conduct of the election will be the responsibility of the Nominating Committee appointed by the president upon recommendation of the Board of Directors. Election will be by secret ballot among the Association members present at the Annual meeting. The results of the election will be disclosed prior to the adjournment of the Annual Meeting. All votes shall be tallied for each candidate. The candidates receiving the highest number of votes will be declared the winners of the open Director seats.

SECTION 4. Additional powers: Without restricting the powers of the Board of Directors by implication or otherwise, said Board shall have, in addition to all other powers which they may lawfully exercise, the following powers, to-wit:

A. The Board of Directors shall have the power to purchase, or otherwise acquire, lease, sell, convey, assign or otherwise transfer, subject however, to the provisions of the Wisconsin Statutes, for the Club any property, rights or privileges which the Club is authorized to acquire, real, personal, or mixed, at such prices and on such terms and conditions and for such consideration as said Board may see fit, and may at its discretion pay for any property or rights acquired by the Club either wholly or partially in money or in other evidences of indebtedness, subject, however to the provisions of the Wisconsin Statutes. Provided, however, that no indebtedness for borrowed money shall be contracted on behalf of the corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.

B. The board of Directors shall have responsibility of conducting the day-to-day business of the Club, including but not limited to conducting business and social meetings, publicity, and promotion, handling all Club funds, designating a bank as a depository for the Club funds and opening a checking account, entering into contracts, which are consistent with the purposes of this organization, investing Club funds, and granting awards and scholarships. One member is required to act as liaison to the Arena Committee.

C. The VAHA Board of Directors shall in their discretion determine the length of each season including the starting and finishing date.

D. Act upon issues beyond the scope of the By-laws.

E. Act on any and all proposals, to amend or revise the By-laws and regulations of the

Association or it’s governing bodies. Proposed amendments to the By-laws must be approved by an affirmative vote of no less than two thirds (2/3) of the Board of Directors.

SECTION 5. Resignation. A Director or an officer may resign at any time by filing his/her written resignation with the Secretary. Such resignation shall take effect at the time of filing, unless some time be fixed in the resignation and then from that time.

SECTION 6. Removal. Any Director may only be removed at any time by a special meeting of the Board of Directors called for such a purpose by the vote of a (66 2/3) majority of the Board of Directors.

SECTION 7 Vacancies. In the event of a vacancy on the Board of Directors for any reason, the standing Board of Directors may nominate an Association member of their choice at the next regularly scheduled meeting of the Board. Election will be made by simple majority of the Directors present at the Board meeting immediately following the nomination. Directors so elected will serve the remainder of the term of office that was to be served by the departing Director.

SECTION 8. Place of meetings. Unless otherwise specified in the notice or waiver of notice thereof, all meetings of the Board of Directors shall be held at the principle location of the Club at Viroqua, WI.

SECTION 9. Quorum. Voting Directors having sixty-six and two-third (66 2/3) percent of the votes that may be cast at any meeting shall constitute a quorum and a quorum shall be necessary to conduct any business. The act of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Articles of Incorporation or these By-Laws.

SECTION 10. All Directors shall serve without compensation, but shall be reimbursed for any legitimate out-of-pocket costs incurred by said person on behalf of the Club as outlined in Article Ten, Section 1. Approval for payment of such amount shall be given upon presentation of a statement showing expenditures and by whom made, to the Finance committee and/or Treasurer and said statement shall be submitted for approval by the Board of Directors at their next meeting.

SECTION 11. A. Regular meetings of the Board of Directors. Regular meetings of the Board of Directors shall be held each month and notice of said meeting shall be given at least seven days prior to said meeting by the secretary of the Club or by someone designated by the Secretary. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the Directors with postage prepaid thereon. All Board members must be present at seventy-five (75) percent of the annual regular meetings of the Board of Directors. Any director not present at seventy-five (75) percent of the regular meetings of the Board of Directors held will be considered for removal.

B. All Board of Director’s meetings shall be open to the general membership, except when the Board of Directors is in closed session. The Board may enter into closed sessions at the request of any director to discuss business, which does not affect the general membership, i.e. nonpayment of membership or action concerning an individual member. Only Directors shall be present at a meeting that has entered into closed session.

C. Any association member can request a meeting with the board to be held in closed session, but this request must be in writing at least 1 week prior to the requested meeting. The subject of the meeting must be specific to the individual only and not the general membership. Only Directors and the individuals shall be present at a meeting that has entered into closed session.

D. All meetings shall be conducted in accordance with Robert’s Rules of Order as a guideline. These rules may be temporarily suspended by unanimous consent of the members present.

SECTION 12. Special meetings of the Board of Directors. Special meetings of the Board of Directors shall be held whenever called by the Secretary upon the direction of the President, or upon the written request of two Directors and it shall be the duty of the

Secretary to give one week notice and purpose of such meetings in person or by mail or telephone to enable the Directors so notified to attend such meeting.

SECTION 13. Meetings by consent. Meetings of the Board of Directors may be held at any time or place where all of the Directors are present and consent to the holding of such meeting.

SECTION 14. Organization. The President and in his/her absence the Vice-President, and in their absence any Director chosen by the Directors shall call the meeting of the Board to order and shall act as chairman of such meeting. The Secretary of the Club shall act as Secretary at all meetings or in the absence of said Secretary, the presiding officer may appoint any Director to act as Secretary.

SECTION 15. Unanimous consent without meeting. Any action required or permitted by the Articles of Incorporation or By-Laws or any provision of law to be taken by the Board of Directors at a meeting or by resolution may be taken without a meeting of a consent in writing setting forth the action so taken, shall be signed by all of the Directors then in office.

ARTICLE EIGHT: OFFICERS

SECTION 1. The officers of this Club shall be a President, Vice-President, Secretary, and Treasurer. These officers shall be elected at a special meeting of the Board of Directors held after the annual Spring membership meeting. Such officers shall hold office for the term of one (1) year until their successors are elected.

SECTION 2. Duties. The principle duties of the general officers respectively are as follows:

A. President. The principle duties of the President shall be to preside at all meetings of the Board of Directors and to have general supervision of the affairs of the Club. He/she shall perform such additional or different duties as shall from time to time be imposed or required by the Board of Directors or as may be prescribed from time to time by the By-Laws. The President will be an ‘at large’ member of all committees.

B. Vice-President. The Vice-President shall discharge the duties as prescribed by the Board of Directors and shall act for the President in the event of his/her absence or disability to act.

C. Secretary. The principle duties of the Secretary shall be to countersign documents which by law require the countersignature of a Club Secretary, and to see that all notices are given in accordance with these bylaws or as provided by law, and to keep a record of all the proceedings at the meetings of the membership and Directors, and to safely and systematically keep all books, papers, records and documents belonging to the Club or in any ways pertaining to the business thereof. The Secretary shall also provide Board of director meeting minutes to all board members for review at least three days before the next regular meeting. He/she shall perform such additional or different duties as shall from time to time be imposed or required by the Board of Directors or as may be prescribed from time to time by the By-laws.

D. Treasurer. The principle duties of the Treasurer shall be to keep and account for all monies, credits and property of any and every nature of the Club which shall come into his/her hands and keep and accurate account of all monies received and disbursed and of money and property on hand and generally of all matters pertaining to his/her office as shall be required by the Board of Directors. Unless otherwise provided by the By-laws or the Board of Directors, he/she shall sign all checks, drafts and vouchers by or through which the monies of the Club are disbursed. The Treasurer shall receive all monies of the Association and pay all expenses. The Treasurer shall keep proper and correct records of all transactions and shall make disclosure of income, expenditures, variance from budget, and balances at each regularly scheduled meeting of the Board. An annual report must be prepared for approval of the Board no later than the May meeting. The Treasurer will prepare, and complete and file any financial forms necessary for the operations of the Association. A written financial summary for the year shall be presented to all of its members at the annual spring meeting. He/she shall perform such additional or different duties as shall from time to time be imposed or required by the Board of Directors or as may be prescribed from time to time by the By-laws.

E. Additional Officers. The Board of Directors shall have the power to elect or appoint assistants to the general officers of the corporation and such other officers, agents and servants as it may from time to time deem necessary who shall perform such duties as may from time to time be imposed or required by the Board of Directors or as may be prescribed from time to time by the By-laws for a term to be determined by the board.

SECTION 3. Delegation of duties. In case of the absence or inability to act of any officer of the Club, the Board of Directors or the President during the interim between meetings of the Board may delegate for the time being the duties of such officer to any other officer or to any Director.

SECTION 4. Removal and vacancies. Any officer, agent, or servant elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Club will be served thereby. The Board of Directors may provide for carrying on the duties of any suspended officer or may fill a vacancy in any office resulting from the removal of the incumbent.

ARTICLE NINE: STANDING COMMITTEES

These committees shall be recommended by the Board and appointed by the President with the approval of the members present at the first regular meeting after the annual Spring membership meeting and shall then commence their duties and responsibilities immediately. Each Board member is required to serve on at least one standing committee.

SECTION 1. Term of committees shall be one year.

SECTION 2. The names and duties of the Standing Committees shall be:

A. Arena Committee. Said committee is to oversee the management of the Arena, employees, maintenance and operation. They are responsible for approving, planning, organizing and implementing all Arena improvement or remodeling projects. Any maintenance costs or project cost exceeding current year budgeting for such costs shall be submitted to the Board of Directors for approval. They are also responsible for generating ideas for fundraising during the dry floor season using the volunteer base of VAHA as a work force.

B. Finance. Said committee to plan and study proposed budgeting and follow through on said proposed budgeting and submit reports or information when requested by the Board of Directors. Said committee shall perform additional duties as required by the Board. The committee shall be chaired by the Treasurer.

.C. Publicity. Said committee shall handle all newspaper articles and other publicity and keep permanent listing of all printed matter for the Club. Said committee should be responsible for the writing and distribution of a newsletter to all members.

D. Membership. Said committee shall maintain and keep a list of members and plan membership registration prior to the playing season.

E. Coaches/Program development. Said committee shall organize coaches and assistants, and shall plan and schedule hockey and other ice recreation programs and inform the Board of any needs or problems arising with said youth ice recreation program, and said committee shall perform additional duties as required by the Board.

F. Fundraising. Said committee shall plan and schedule lawful fundraising activities with the approval of the Board, in accordance with these By-Laws.

G. Referees. Said committee shall organize referees and schedules.

H. Equipment. Said committee shall keep an inventory, disperse, and collect all playing equipment, and inform the Board of any needs or problems.

I. Maintenance. Said committee shall schedule required maintenance of rink equipment with approval of the Board of Directors.

J. Nominations. Said committee will finalize a list of candidates for all open positions at the March meeting. The Board will prepare the ballot and inform the membership of the eligible nominees for the election to be conducted at the annual meeting held in April.

SECTION 3. Special committees may be recommended by members of the Board and appointed by the President when from time to time deemed necessary to the benefit of the Club. Special committees term shall be determined by the Board.

SECTION 4. Each standing or special committee shall be headed by a chairperson who shall be appointed by the President upon recommendation by the Board and the Chairperson shall serve as head of his respective committee for the term of such committee. Committee Chairpersons shall have sole responsibility for the proper functioning of said committee.

SECTION 5. The Board shall appoint a volunteer coordinator to oversee the function of all standing committees and to act as liaison between chairpersons of each committee when needed.

SECTION 6. The Board shall appoint a registrar for the ensuing season. The registrar shall have the responsibility for the enrollment of the youth hockey players, coaches, and teams of the association and be a member of the membership committee.

ARTICLE TEN: POWERS AND JURISDICTION

SECTION 1. VAHA shall have perpetual succession and power to:

A. To serve as the local governing body for amateur ice hockey activity in Vernon County, Wisconsin.

B. Promote and encourage the civic interests of the nation through educational programs directed to all classes of individuals to inform of the virtues of good citizenship and sportsmanlike conduct, of the cultural aspects of amateur ice recreational activities, and of the benefits of physical fitness from participation in amateur athletic activities, including ice hockey.

C. Establish qualifications of membership, classification of members and categories for both voting and non-voting members and participatory members. In doing so, VAHA shall provide equal opportunity, without regard to race, gender, religion, age or origin for the participation in or for any activity of this corporation, especially activities dealing directly with amateur ice hockey competition, to all individuals who are eligible under applicable national and regional rules and regulations and such rules and regulations concerning amateur ice hockey competition without discrimination; providing further, however that the corporation shall not deny eligibility to any amateur ice hockey athlete except after according that such amateur ice hockey athlete is given fair notice and hearing as to the issue of eligibility.

SECTION 2. In furtherance of the purposes of VAHA:

A. Solicit, apply for, receive, hold and disperse grants, gifts, bequests, endowments and other funds; to purchase materials and equipment as is necessary and appropriate; to maintain checking and savings accounts; to borrow money and establish lines of credit and to purchase insurance.

B. Operate exclusively for public health, safety and charitable purposes to foster national or international sports competition, or for charitable, scientific, literary or educational purposes.

C. Sue and be sued; make contracts; approve and revoke membership in VAHA; to publish a newsletter, brochure, or other publication necessary and proper to carry out the purposes of VAHA.

D. Amend its By-Laws in a manner not inconsistent with the laws of the United States of America or any other state.

SECTION 3. VAHA shall be non-political and, as an organization, shall not promote the candidacy of any person seeking public office.

SECTION 4. VAHA shall have no power to issue capitol stock or to engage in business for pecuniary or gain.

SECTION 5. The objects, purposes, functions and powers specified herein shall, except as otherwise expressed, be in no way limited or restricted by reference or to inference from the terms of any clause or paragraph of these articles. The objects, purposes, functions, and powers specified in each of the clauses or paragraphs of these Articles of Incorporation shall be regarded as independent objects, purposes, functions and powers of the VAHA as set forth in the By-Laws.

SECTION 6. The corporation may in its regulations confer powers, not in conflict with law, on its Directors in addition to the foregoing, and in addition to the powers and authorities expressly conferred on them by statute.

SECTION 7. The VAHA shall comply with and enforce all rules and regulations of USAH, WAHA and USFSA in connection with the objects, purposes, functions and powers of VAHA as set forth in the bylaws.

SECTION 8. No member of VAHA shall deny or threaten to deny any amateur athlete, coach, trainer, manager, administrator, or other official, the opportunity to compete in state, national, or international competition.

ARTICLE ELEVEN: EARNINGS

SECTION 1. No part of the net earnings of the corporation shall inure to the benefit of or be distributable to it members, Directors, officers or other private persons, except that the Board of Directors of this corporation may at any time and from time to time, by resolution as adopted by two-thirds (2/3) of the total number of Directors, provide for the payment of compensation to, and for the payment or reimbursement of expenses incurred by, any Director, officer, agent, or employee, but only if and to the extent that the performance of such service or the incurrence of such expenses is directly in furtherance of the charitable purposes of this corporation and the compensation of the amount of expenses paid or reimbursed, as the case may be, is reasonable and not excessive.

SECTION 2. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

SECTION 3. Notwithstanding any other provision of these By-Laws, the corporation shall not carry on any activities not permitted to be carried on by:

A. A corporation exempt from the Federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1954 (or corresponding provisions for any future United States Internal Revenue Law).

B. A corporation, contributions to which are deductible under section 170 (c) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

SECTION 4. The purposes of this corporation do not include pecuniary gain or profit to the members thereof. Consequently, none of its net earnings shall inure to the benefit of any private member or individual; provided, however, that this provision shall not be construed so as to prevent reasonable compensation for services rendered to this corporation.

ARTICLE TWELVE: DISTRIBUTION

Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, literary, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 510 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

ARTICLE THIRTEEN: DUES

SECTION 1. The appropriate youth hockey participant fees shall be designated and approved by the Board of Directors of the VAHA.

SECTION 2. Any member, who fails to pay its appropriate youth hockey participant fees, being reasonable and nondiscriminatory, shall be brought to the attention of the Board of Directors for a hearing and action thereof. No one will be refused participation due to financial hardship.

ARTICLE FOURTEEN: DISSOLUTION

The Board of Directors only shall have the authority to adopt a resolution of dissolution in accordance with legal statue. An affirmative vote of two-thirds (2/3) members of the Board of Directors at a meeting duly constituted for that purpose is necessary for such action. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law, as the Board of Directors shall determine.

ARTICLE FIFTEEN: AMENDMENTS

SECTION 1. Amendments to the By-laws may be submitted by:

A. An organization member only after consideration at a regular meeting of the board of directors.

B. The Board of Directors.

SECTION 2. A proposed amendment to the By-laws must be submitted to the Secretary in writing to be read at a meeting of the Board of Directors who will be given a copy of the proposed amendment and notice of consideration at least ten (10) days prior to such meeting. A proposed amendment may be adopted only upon the affirmative vote of not fewer than two-thirds (2/3) of the members of the Board of Directors at a subsequent regular meeting.

ARTICLE SIXTEEN: FISCAL YEAR

The fiscal year of the corporation shall be May 1 to April 30.

ARTICLE SEVENTEEN: TITLE

These By-laws shall be identified as restated By-laws of the Viroqua Hockey Association, Inc. and shall supersede and take place of the existing By-laws of the Club and all amendments thereto existing prior to the 11th day of May, 2009

ARTICLE EIGHTEEN: CONFLICT OF INTEREST

The purpose of this conflict of interest policy is to protect the Viroqua Area Hockey Association (“VAHA”) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a VAHA Officer or Director or a non-board member serving on a VAHA Committee.

Definition

This policy is intended to supplement but not replace any applicable state and federal laws governing conflicts of interest applicable to non-profit and charitable organizations. It is the policy of the VAHA Board of Directors that no Director, nor anyone to whom the Board of Directors may delegate authority to act on its behalf, may, either directly or indirectly, profit personally, from actions taken by the Board of Directors where that Director or delegate may have influenced that action.

It is the duty of members of VAHA Board of Directors to disclose any such conflicts whenever they may exist and to excuse themselves from voting or commenting on any action that is being contemplated by the Board as is described in the previous paragraph. It is also the duty of a non-board member serving on a VAHA Committee to disclose any such conflicts and to excuse themselves from acting on any such action. Such conflict of interest disclosures will be documented in the minutes of the appropriate Board of Directors meeting and/or Committee meeting. If there is a question of whether or not a conflict of interest exists, the VAHA Board of Directors will take a majority vote to determine if a conflict of interest is present. If a conflict of interest is present the member will be excused from voting on the matter as stated above.

Further, a voting member of the Board of Directors who receives compensation either directly or indirectly from the VAHA will excuse himself or herself from voting on any matter directly related to said compensation. Each Board member or delegate will annually sign a statement affirming the principles of this policy statement. Such signed statements will be maintained by the Secretary of the Board of Directors of VAHA. The Secretary of the Board of Directors of VAHA will maintain such signed statements.

Conflicts may include but are not limited to

A direct family or personal relationship with individuals involved in VAHA;

Having an outside business interest that competes with the activities of VAHA;

Having an outside business that is a purchaser or supplier of goods or services to VAHA;

A relative of yours (or a person with whom you have a significant relationship) is employed by or has a business interest in companies or organizations that compete with, sell to, or buy from VAHA;