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The mission of the National Association of Independent Artists is to strengthen, improve and promote the artistic, professional and economic success of artists who exhibit in art shows. We are committed to integrity, creativity, and the pursuit of excellence and we advocate for the highest ideals and practices within all aspects of the art show environment.

Preamble

The National Association of Independent Artists (NAIA) is a not-for-profit, tax?exempt trade organization.  The principle membership class of NAIA consists of individuals who are part of the art show industry. This document serves as a Code of Conduct for all NAIA board, staff and volunteers.  Board members, staff and volunteers affirm their endorsement of the Code of Conduct and acknowledge their commitment to uphold its principles and obligations by accepting and retaining volunteer and staff positions.

Code of Conduct

All board members, staff and volunteers of NAIA shall at all times abide by and conform to the following Code of Conduct in their capacity as a volunteer.

All board members, staff and volunteers must exercise a duty of care to act in a reasonable and informed manner when participating in the decision-making process and when acting in an oversight capacity of the management of NAIA. The duty of care includes regularly attending all scheduled meetings, exercising independent judgment based solely on what is in the overall best interest of NAIA, irrespective of other entities with which the board member, staff member or volunteer is affiliated or sympathetic, or to which he or she owes the appointment. Furthermore this duty requires the leadership of NAIA to act in accordance with the NAIA Articles of Incorporation, Bylaws and Policies, as well as applicable regulations.

All board members, staff and volunteers must exercise a duty of loyalty that requires performance of duties in good faith and in the best interests of NAIA, rather than in one?s own interests. The duty requires that all board, staff and volunteers be alert to the potential for conflicts of interest.  It is important that all board, staff and volunteers act with candor and care in dealing with potential conflicts of interest and treat as confidential all matters involving NAIA until there has been general public disclosure.

All board, staff and volunteers must exercise a duty of obligation when agreeing to serve as representatives of the NAIA to external organizations or when representing the NAIA in an official capacity with individuals, members, vendors, companies, non profit groups or other entities. The duty of obligation requires that NAIA board, staff and volunteers articulate and support the decisions of the leadership of NAIA and represent the reasons for such decisions, irrespective of any individual interests, opinions or positions. This duty is not meant to preclude or dissuade individuals from voicing concerns to the elected leadership of NAIA or from participating in deliberative processes for which they may have been elected, but rather to ensure that as a representative of NAIA a clear message is provided to others stating the official position of NAIA and reviewing the deliberative processes that lead to such decisions, without regard to personal opinions or bias.   If at any time board members, staff and volunteers feel unclear about the official position of NAIA on a matter or are uncomfortable carrying out a duty  the matter should be discussed with the NAIA Executive Director or Board Chair.

All board members, staff and volunteers will exercise proper authority and good judgment in their dealings with NAIA board, staff and the general public and will respond to the needs of the members of NAIA in a responsible, respectful and professional manner.

All retiring board members, staff and volunteers will, at the request of NAIA, promptly return to NAIA all documents, electronic and hard files, reference materials, and other property entrusted to the them for the purpose of fulfilling his or her job responsibilities. Such return will not abrogate the retiring board, staff or volunteer from his or her continuing obligations of confidentiality with respect to information acquired as a consequence of his or her tenure as a volunteer.

Conflict of Interest

As the board, staff and volunteers of NAIA may be subject to potentially compromising ethical situations and potential conflicts of interest, they should not only be impartial and honest but far beyond the reach of suspicion.  The greatest potential for conflicts of interest involve relationships with industry and similar organizations, The present guidelines focus primarily on these relationships but other potential conflicts are no less important.

A conflict of interest arises whenever a covered individual?s activities are in opposition to, detract from or in some manner might become detrimental to the purposes of NAIA as described in the NAIA Articles of Incorporation, Bylaws, Policies, Mission Statement, and procedures.

A conflict of interest may exist whenever a covered individual is in a position to directly or indirectly benefit themselves, other individuals or another organization with which the individual is affiliated through the use of their role in NAIA.

It is the responsibility of any board member, staff or volunteer of NAIA or any committee or other body that makes decisions involving NAIA to recognize, identify and disclose actual or potential conflicts of interest involving matters that come before the bodies on which they sit.  Individuals shall disclose all relevant information regarding the conflict to the body and shall remove themselves from all discussion and voting on the matter. The disclosure and abstention shall be recorded in the minutes of the meeting. Without limiting the generality of the foregoing, any applicable requirements of the Bylaws regarding approval of the matter by a disinterested majority shall be followed.

In addition, all board, staff and volunteers shall:

? Avoid placing (and avoid the appearance of placing) one?s own self-interest or any third-party interest above that of NAIA while the receipt of incidental personal or third-party benefit may necessarily flow from certain NAIA activities, such benefit must be merely incidental to the primary benefit to NAIA and its purposes.

? Not abuse their position by improperly using their volunteer position or NAIA?s staff, services, equipment, materials, resources, or property for their personal or third-party gain or pleasure, and shall not represent to third parties that their authority as a volunteer extends any further than which it actually extends

? Not engage in any outside business, professional or other activities that would directly or indirectly materially adversely affect NAIA.

? Not engage in or facilitate any discriminatory or harassing behavior directed toward NAIA staff, members, officers, directors, meeting attendees, advertisers, sponsors, suppliers, or others in the context of activities relating to NAIA.

? Not solicit or accept gifts, gratuities, trips, honoraria, personal property, or any other item of material value from any person or entity as a direct or indirect inducement to provide special treatment to such donor with respect to matters pertaining to NAIA without fully disclosing such items to the Executive Director or Board Chair.

? Not persuade or attempt to persuade any member, advertiser, sponsor, subscriber, supplier, contractor, or any other person or entity with an actual or potential relationship to or with the NAIA to terminate, curtail or not enter into its relationship to or with NAIA, or to in any way reduce the monetary or other benefits to NAIA of such relationship.

Assignment of Rights

Works Created for the NAIA

The National Association of Independent Artists (NAIA) encourages members and volunteers to participate in the creation and development of creative and useful works in connection with their service to the organization. A volunteer may, either individually, through committees, and/or in conjunction with NAIA staff and/or outside consultants participate in the creation and development of works that are subject to copyright protection. All board members, staff and volunteers will agree that any and all such works created, in whole or in part, by connection with membership in NAIA (collectively, the ?Works?) shall be considered specially commissioned works of  NAIA and shall be owned by NAIA. Said volunteer will assign NAIA ownership of all right, title and interest in the Works. NAIA will grant the license to the volunteer to use the ideas contained in the Works for his or her own non-commercial purpose.

Works Previously Created

As a participant in NAIA activities, board members, staff and volunteers may have the opportunity to present materials which they have previously developed, or to include those materials in derivative works developed for NAIA.  As the author of these materials, each individual will convey to NAIA the right to adapt and/or reproduce the materials and personal likeness in handout, flyer, book, electronic, or other form. Each board member, staff or volunteer will further understand and agree that NAIA will use the work to carry out its mission and that NAIA may include the derivative work or portions thereof in other NAIA projects and may distribute and/or sell the derivative work. Whenever materials are used in this fashion, the original author will receive full credit for his/her contribution and will have editorial control over the final version, authorization for which will not reasonably be withheld. This right to publish, adapt, distribute and sell previously developed work shall be applicable to NAIA but does not preclude ownership right in the original work or the right to use the materials developed in any way seen fit by that individual.

Agreement

Board, staff or volunteers of NAIA who decline to disclose relevant financial relationships will be disqualified from the position(s) they hold and cannot have control of, or responsibility for, the development, management, presentation or evaluation of the volunteer activity or paid position.  Violations of the NAIA Board Member, Staff and Volunteer Code of Conduct and Conflict of Interest Policy by a board or staff member, or any volunteer working in an official capacity to NAIA may lead to action being taken by the Board of NAIA or the NAIA Executive Director and the dismissal of that person in their official context to NAIA.

By signing this document, I affirm that I have been informed of these matters, and I agree to abide by the NAIA Board Member, Staff and Volunteer Code of Conduct and Conflict of Interest Policy.   If for any reason, I find myself unable to fulfill any section of this agreement, I will resign my position as a board member, staff or volunteer of NAIA.

Signed:

____________________________                    Date: _____________________

NAIA Board Member, Staff or Volunteer

____________________________                    Date: _____________________

NAIA Board Chair

____________________________                    Date: _____________________

NAIA Executive Director

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