Northern Virginia Association of Realtors®

Fiduciary Responsibility and Volunteer Service Agreement

Below are the policies you are required to follow for being a member of a Committee, Task Force, Advisory Group or Forum Advisory Team (“Volunteers”) at the Northern Virginia Association of Realtors® (“NVAR”). These policies apply not only to the formal meeting sessions, but to informal discussions during breaks, meals or social gatherings.

I.          Antitrust Policy

Volunteers must comply in all respects with the NVAR's Antitrust Policy, as well as the federal and state anti-trust laws. Meetings will follow a formal, pre-approved agenda for the purpose of conducting the business of NVAR. Accordingly, discussion of any matters relating to competition among members or relating to practices that may restrain trade with third parties is not permitted. These prohibited subjects include joint attempts to control or affect prices, business models, market conditions, marketing practices, customer choice, etc.

II.         Conflict of Interest Policy

The purpose of the Conflict of Interest Policy is to protect NVAR's interests when NVAR is contemplating entering into a transaction or taking an action that might affect the private interests of an Officer, Director, Committee Member, or Employee of NVAR. This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit organizations.

Definitions

1. "Interested Person" - Any Officer, Director, Committee Member or Employee who has a direct or indirect Financial Interest or Nonfinancial Interest, as defined below, is an Interested Person.
2. "Business" - Any organized entity providing, or being considered as a provider of, products or services to NVAR; including but not limited to: non-profit and for-profit associations, corporations, partnerships and sole-proprietorships.
3. "Financial Interest" - A person has a Financial Interest if the person, directly or indirectly, through business, investment, or family:

   • is a principal, partner, or corporate officer of a Business; or
   • serves on the board of directors of the Business, unless the individual's only relationship to the Business is service as NVAR's representative on such board; or
   • holds an Ownership Interest of more than one percent (1%) of the Business.

4. "Nonfinancial Interest" - An interest or participation in pending litigation, cases involving the enforcement of Association rules and governing documents, Professional Standards cases and processes, matters of legal sensitivity, or disciplinary matters involving NVAR that might influence the objectivity of an Officer, Director, Committee Member or Employee in performing their duties to NVAR.

Procedures

1. Duty to Disclose - An Interested Person shall disclose to the Board of Directors the existence of any actual or possible Financial or Nonfinancial Interest in any matter under consideration by the Board of Directors.
2. Recusal - Any Interested Person may recuse themselves at any time from involvement in any decision or discussion in which the Interested Person believes they may have a Financial or Nonfinancial Interest.
3. Determination of the Existence of a Conflict of Interest - After disclosure of a Financial Interest or Nonfinancial Interest by an Interested Person or upon request of a Director, the Board of Directors may review all material facts and question the Interested Person regarding the potential conflict of interest. The President shall excuse the Interested Person from the meeting in order to discuss and vote upon whether a conflict of interest exists. The non-interested Directors shall determine by majority vote whether a conflict of interest exists.
4. If a majority of non-interested Directors determines that a conflict of interest exists, an Interested Person may not participate in any discussions related to that matter other than to respond to questions asked of them by other Directors. An Interested Person may not vote on any matter in which the Interested Person has a conflict of interest, including votes to block or alter the actions of the Board in order to benefit their Financial or Nonfinancial Interest. The President may excuse the Interested Person from the meeting in order to discuss and vote upon the matter in which the Interested Person has a conflict of interest.

Violations of the Conflict of Interest Policy

Failure by an Interested Party to disclose actual or possible Financial or Nonfinancial Interests constitutes a possible violation of the Conflict of Interest Policy. Violations of the Conflict of Interest Policy shall be investigated and enforced in accordance with disciplinary procedures established in the Bylaws, Policies & Procedures and Employee Manual (if applicable).

III.        Confidentiality Policy

Unless otherwise permitted in writing, all Volunteers agree to maintain the confidentiality of all verbal, written, electronic and other information disclosed or generated in conjunction with participation in the business of NVAR. Volunteers agree not to appropriate, reproduce, disclose, permit to be disclosed or use any information discussed without prior written consent and after the Board of Directors has approved an action, document, etc.

IV.        Attendance Policy

Volunteers accept the responsibility for carrying out the goals of the Committee, Task Force, Advisory Group or Forum Advisory Team when appointed, and meeting attendance is part of that responsibility. If a Volunteer will be absent from a meeting, written notice (including email) should be submitted to the staff liaison before the meeting date. If a Volunteer is absent from any three (3) regularly scheduled meetings without an excuse deemed valid by the Chair or Vice-Chair, such absences shall be construed as resignation by the Volunteer from the Committee, Task Force, Advisory Group or Forum Advisory Team.

V.         Communications & Social Media Policy

Volunteers are expected to regularly communicate with their Committee, Task Force, Advisory Group or Forum Advisory Team via phone or email. Therefore, NVAR asks that Volunteers maintain with NVAR their current email address and phone number. As a volunteer leader, you agree to communicate consistent with the charge of establishing and supporting NVAR’s public and governing policies and avoid making any public statements, on social media or otherwise, that are contrary to achieving NVAR objectives or that may reflect badly upon NVAR’s reputation.

For purposes of this policy, “using social media” means posting or uploading content to all types of interactive electronic communications including but not limited to websites, weblogs, social networks, discussion boards and listservs. Volunteers consent to the publication of their names and/or likenesses on the NVAR website, communications and publications (not applicable to Grievance Committee and Professional Standards Committee members).

VI.        Harassment Policy

NVAR fully supports the rights and opportunities of all Volunteers, Members and employees to work in an environment free from discrimination and harassment. Harassment includes sexual harassment and means any verbal or physical conduct including threatening or obscene language, unwelcome sexual advances, stalking, actions including strikes, shoves, kicks, or other similar physical contact, or threats to do the same, or any other conduct with the purpose or effect of unreasonably interfering with an individual’s work performance by creating a hostile, intimidating or offensive work environment.

Harassment of any Volunteer, Member or staff will not be tolerated. All Volunteers and staff are expected to behave accordingly and take appropriate measures to ensure that such conduct does not occur. Appropriate disciplinary action will be taken against any Volunteer or staff who engages in harassment.

Any Volunteer who believes he or she has been the subject of harassment should report the alleged act immediately to the any Officer, Director, the CEO, Counsel and/or the chair or vice chair of the Committee, Task Force, Advisory Group or Forum Advisory Team. If the complaint involves the chair or vice chair, the complaint should be brought to the attention of the staff liaison. Staff should follow the compliant procedures set forth in NVAR’s Bylaws, Policies & Procedures Manual or Employee Handbook, as applicable. Upon receipt of any harassment complaint, the Officer, Director, CEO, Counsel, Chair or Vice-Chair, shall report the complaint in accordance with the Investigatory & Disciplinary Procedures in Section 2.14 of the Policies & procedures Manual.