Code of Conduct

I. Application of Policy

This policy adopted pursuant to the requirements of the Public Utility Companies Article §12-110(b). It is applicable to Authority members and is intended to supplement, but not replace, federal and state laws governing conflicts of interest applicable to nonprofit corporations. Persons covered under this policy, as well as their spouse or dependent children, are hereinafter referred to as “interested parties.”

II. Conflict of Interest

A conflict of interest may exist when the interests or concerns of an interested party may be seen as competing with the interests or concerns of the Maryland Underground Facilities Damage Prevention Authority ( the “Authority”). There are a variety of situations that raise conflict of interest concerns including, but not limited to, the following:

A. Financial Interests – A conflict may exist where an interested party directly or indirectly benefits or profits as a result of a decision, policy or transaction made by the Authority. Examples include situations where:

• The Authority contracts to purchase or lease goods, services, or properties from an interested party.
• The Authority offers employment to an interested party, other than a person who is already employed by the Authority.
• An interested party is provided with a gift, gratuity, or favor of a substantial nature from a person or entity that does business or seeks to do business with the Authority.
• An interested party is gratuitously provided use of the facilities, property, or services of the Authority.
• The Authority adopts a policy that financially benefits an interested party.

A financial interest is not necessarily a conflict of interest. A financial conflict of interest exists only when the Authority decides a person with a financial interest has a conflict of interest.

B. Other Interests – A conflict also may exist where an interested party obtains a non-financial benefit or advantage that he/she would not have obtained absent his/her relationship with the Authority. Examples include where:

• An interested party seeks to obtain preferential treatment by the Authority or recognition for himself/herself or another interested party.
• An interested party seeks to make use of confidential information obtained from the Authority for his/her own benefit (not necessarily financial) or for the benefit of another interested party.
• An interested party seeks to take advantage of an opportunity or enables another interested person or other organization to take advantage of an opportunity that he/she has reason to believe would be of interest to the Authority.
• The Authority adopts a policy that provides a significant nonfinancial benefit to an interested party.

A conflict of interest exists only when the Authority members decide there is a conflict.

III. Disclosure of Potential Conflicts of Interest

An interested party is under a continuing obligation to disclose any potential conflict of interest as soon as it is known or reasonably should be known.

An interested party shall complete the State Ethics Commission financial disclosure form annually by the 30th of April for the preceding calendar year to comply with State Law.

The Secretary of the Authority of Directors shall file copies of all disclosure statements with the official corporate records of the Authority and the State of Maryland.

IV. Procedures for Review of Potential Conflicts

Whenever there is reason to believe that a potential conflict of interest exists between the Authority and an Authority member, the Authority shall determine the appropriate response. This shall include, but not necessarily be limited to, invoking the procedures described below with respect to a specific proposed action, policy or transaction. The Chair of the Authority has a responsibility to bring a potential conflict of interest to the attention of the Authority promptly for action at the next regular meeting of the Authority or during a special meeting called specifically to review the potential conflict of interest.

Where the potential conflict involves an employee of the Authority the Chair shall be responsible for reviewing the matter and may take appropriate action as necessary to protect the interests of the Authority. The Chair shall report to the full Authority membership the results of any review and the action taken. The Chair shall determine whether any further Authority review or action is required.

V. Procedures for Addressing Conflicts of Interest

Where a potential conflict exists between the interests of the Authority and an interested party with respect to a specific proposed action, policy or transaction, the members shall consider the matter during a meeting of the Authority. The Authority shall refrain from acting until such time as the proposed action, policy or transaction has been approved by the disinterested members of the Authority . The following procedures shall apply:

An interested party who has a potential conflict of interest with respect to a proposed action, policy or transaction of the corporation shall not participate in any way in, or be present during, the deliberations and decision-making vote of the Authority with respect to such action, policy or transaction. However, the interested party shall have an opportunity to provide factual information about the proposed conflict and/or action, policy or transaction. Also, the Authority may request that the interested party be available to answer questions.

• The disinterested members of the Authority may approve the proposed action, policy or transaction upon finding that it is in the best interests of the Authority. The Authority shall consider whether the terms of the proposed action, transaction or policy are fair and reasonable to the Authority and whether it would be possible, with reasonable effort, to find a more advantageous arrangement with a party or entity that is not an interested party.
• Approval by the disinterested members of the Authority shall be by vote of a majority of members in attendance at a meeting at which a quorum is present. An interested party shall not be counted for purposes of determining whether a quorum is present, nor for purposes of determining what constitutes a majority vote of Authority members in attendance.
• The minutes of the meeting shall reflect that the conflict disclosure was made to the Authority, the vote taken and, where applicable, the abstention from voting and participation by the interested party. Whenever possible, the minutes should frame the decision of the Authority in such a way that it provides guidance for consideration of future conflict of interest situations.

VI. Violations of Conflict of Interest Policy

If the Authority has reason to believe that an interested party has failed to disclose a potential conflict of interest, it shall inform the person of the basis for such belief and allow the person an opportunity to explain the alleged failure to disclose.

If the Authority decides that the interested party has in fact failed to disclose a possible conflict of interest, the Authority shall take such disciplinary and corrective action as the Authority shall determine.