Appendix B -Confidentiality Certification and Conflict of Interest Form

APPENDIX B

CONFIDENTIALITY CERTIFICATION AND CONFLICT OF INTEREST FORM

CONFIDENTIALITY CERTIFICATION

The undersigned, being a member of the 2026 Board of Directors of the Mid Jersey Association of REALTORS®, certify as follows:

I acknowledge that as a member of the Board, I have certain fiduciary obligations to the Association, including the obligation to discharge my duties in good faith and with due diligence and the obligation of complete and undivided loyalty to the Association. In addition, I acknowledge that I have an obligation to keep confidential all information proprietary to the Association which may come into my possession as a member of the Board. I agree to honor these obligations.

CONFLICT OF INTEREST DISCLOSURE POLICY AND FORM

This form must be signed and filed annually by specified parties.

The purpose of the following policy is to prevent the personal interest of staff members, officers and board members from interfering with or influencing the performance of their duties to Mid Jersey Association of REALTORS® or resulting in their personal financial gain at the expense of the Association or its members.

For the purposes of this statement of policy:
- “Conflict of interest” (also “conflict”) means a conflict, or the appearance of a conflict, between the private interests and official responsibilities of a person in a position of trust;
- “Person in a position of trust” includes the Association board members, officers and staff members.

1. Full disclosure, by notice in writing, shall be made by all parties to the Board of Directors, of any conflict of interest, including but not limited to the following:
a. If a board member is related to another board member or staff member by blood, marriage or domestic partnership.
b. If a staff member or officer in a supervisory capacity is related to another staff member or officer whom he or she supervises.
c. If a board member, officer or staff member, or a relative of such person, or their organization, stands to benefit from a transaction with the Association, or received or is to receive payment from the Association for any contract, goods or services other than as part of his or her regular job responsibilities or as reimbursement for reasonable expenses incurred.
d. If a board member, officer or staff member or their organization receives funding or is to receive from the Association.
e. The above shall not be deemed to include any benefit that a Board Member shall receive which is also received or able to be received by any member of the Association.

2. Following full disclosure of a possible conflict of interest or any condition listed above, the Board of Directors shall determine whether a conflict of interest exists and, if so the Board shall vote whether to authorize or reject the transaction or take any other action deemed necessary to properly address the conflict and protect the best interests of the Association. All votes of the Board shall be by a majority vote without counting the vote of any interested person, even if the disinterested board members (or sole remaining board member) do not constitute a quorum.

3. A board member who is formally considering employment with the Association must take a temporary leave of absence from his or her Board of Director position until the position is filled. The board member's elected term will not be extended because of the leave. A Board member who is formally considering employment with the Association must submit a written request for a temporary leave of absence to the President of the Association addressed to the President care of the Association’s office, indicating the anticipated time period of the leave. The President of the Association will inform the Board of such a request. The Chair will bring the request to the Board for action. The request and any action taken shall be reflected in the official minutes of the Board meeting. The Board Member may also resign his/her Directorship which would then remove the basis for conflict.

4. A Board member with a potential conflict shall not participate in any discussion or debate of the Board of Directors, or of any committee or subcommittee thereof, in which the subject of discussion is a contract, transaction, or situation in which there may be a perceived or actual conflict of interest.

5. Anyone in a position to make decisions about spending the Association’s resources (for example, transactions such as purchase contracts) who also stands to benefit from that decision, has a duty to disclose that conflict as soon as it arises (or becomes apparent); he or she should not participate in any decisions relating to that matter.

6. A copy of this policy shall be given to all Board members, officers and staff members upon commencement of such person’s relationship with the Association or upon the official adoption of this policy.

7. Each board member, officer and staff member shall sign and date the policy at the beginning of his or her term of office or employment and annually thereafter. Failure to sign or re-sign does not nullify the policy.

8. This policy shall be governed by and construed in accordance with the Laws of the State of New Jersey.