I. Confidentiality

It is the policy of The Monitoring Association (TMA) that employees and volunteers of TMA, including board members and committee members, will not disclose confidential information belonging to, or obtained through their affiliation with, TMA to any person unless TMA has authorized disclosure.  It is the policy of TMA that such information must be kept confidential both during and after employment or volunteer service.

Confidential information must be clearly designated as such by the person disclosing it. All tangible or written information, whether in hard or soft copy, must be so designated in writing at the time of disclosure. Confidential information that is disclosed orally must be prefaced as confidential information, or the entire meeting wherein such information is disclosed must be described in advance as containing confidential information. The confidential nature of orally disclosed information must be documented in writing, such as by written notification or in the minutes of a meeting in which confidential information is disclosed.

Employees and volunteers, including board members and committee members, are cautioned to demonstrate professionalism, good judgment, and care at all times in handling any information related to TMA to avoid unauthorized or improper disclosures of confidential information.

Employees and volunteers, including board members and committee members, are expected to return materials containing privileged or confidential information at the time of separation from employment or expiration of service.

Unauthorized disclosure of confidential or privileged information will result in the referral of the matter to TMA’s Ethics Committee for consideration, and may result discipline, including removal or dismissal, as appropriate depending on membership status.

II. Antitrust

It is the policy of The Monitoring Association (TMA) to strictly comply with the letter and the spirit of all applicable antitrust laws. TMA is not intended to become involved, and will not become involved, in the competitive business decisions of its member companies, nor will it take any action that would tend to restrain competition in the burglar and fire alarm equipment and supply industries. As a not-for-profit professional association, TMA’s members are competitors, suppliers and customers. In order to ensure that TMA and its members comply with antitrust laws, the following principles will be observed at all times:

• There will be no discussions or exchanges of information about forming or attempting to form any understanding or agreement, written or oral, formal or informal, expressed or implied, among two or more members or other competitors with regard to prices or terms and conditions of contracts for services or products.
• There will be no discussion, action, or exchange of information among competitors, for any purpose or in any fashion, of prices or pricing methods, production quotas or other limitations on either the timing or volume of production or of sales, or involve allocation of territories or markets or customers in any way.
• There will be no discussions discouraging or withholding patronage or services from, or encouraging exclusive dealing with any supplier or purchaser or group of suppliers or purchasers of products or services, any actual or potential competitor or group of actual potential competitors, or any private or governmental entity.
• There will be no discussion of or effort to bring about the standardization of any product or method of manufacture or certification of any product or program, for the purpose of preventing the manufacture or sale of any product not conforming to a specified standard or which would tend to have the overall effect of either lessening competition or resulting in a degree of price stabilization.
• There will be no discussions about allocating or dividing geographic or service markets or customers.
• There will be no discussions about restricting, limiting, prohibiting, or sanctioning advertising or solicitation that is not false, misleading, deceptive, or directly competitive with TMA products or services.
• There will be no discussions about discouraging entry into or competition in any segment of the marketplace. No person or company shall be unreasonably excluded from TMA membership or participation in any TMA activity, committee or product group, where such exclusion may impair such person’s or company’s ability to compete effectively in the private security alarm industry.

It shall be the responsibility of every member of TMA to be guided by TMA’s policy of strict compliance with the antitrust laws in TMA activities. It shall be the special responsibility of the association officers, committee chairmen, and directors to ensure that this policy is known and adhered to in the course of activities pursued under their leadership. Participants should take care to avoid inadvertent discussion and recording in meeting notes, e-mails and related correspondence of competitively sensitive topics and potentially ambiguous statements. Certain violations of the Sherman Act, such as price-fixing, are felony crimes for which individuals may now be imprisoned for up to three (3) years or fined up to $100,000 or both, and corporations can be fined up to $1,000,000 for each offense. In addition, treble damage claims by private parties (including class actions) for antitrust violations are extremely expensive to litigate and can result in judgments of a magnitude that could destroy the association and seriously affect the financial interests of its individual members.

Certain activities of trade associations and their members are deemed protected from antitrust laws under the First Amendment right to petition government. The antitrust doctrine for these activities, referred to as the Noerr-Pennington Doctrine, protects ethical and proper actions or discussions by members designed to influence: 1) legislation at the national, state, or local level; 2) regulatory or policy-making activities (as opposed to commercial activities) of a governmental body; or 3) decisions of judicial bodies. However, the doctrine does not protect actions constituting a “sham” to cover anticompetitive conduct.

Speakers at committees, educational meetings, or other business meetings of TMA shall be informed that they must comply with TMA’s antitrust policy in the preparation and the presentation of their remarks. Meetings will follow a written agenda approved in advance by TMA or its legal counsel. Minutes will be prepared after the meeting to provide a concise summary of important matters discussed and actions taken or conclusions reached.

III. Conflict of Interest

The purpose of this Conflict of Interest Policy (Policy) is to protect The Monitoring Association’s (TMA’s) interests when TMA is contemplating entering into a transaction or arrangement that might benefit the private interests of an officer, director, or committee member associated with TMA. This Policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit organizations.

Each year, each officer, director, and committee member associated with TMA will acknowledge that he or she has received a copy of the conflict of interest policy; has read and understands the policy; and has agreed to comply with the policy, in writing or by acknowledgement at a TMA meeting.

Definitions. For the purposes of this Policy, the following definitions apply:

• An interested person is any officer, director, or committee member authority associated with TMA who has a direct or indirect financial or nonfinancial interest in a transaction involving TMA. For the purposes of this policy, the term ‘person’ includes companies.
• A financial interest exists if a person has, directly or indirectly, through business, investment, or family, (a) an ownership or investment interest in any entity with which TMA has a transaction or arrangement; (b) a compensation arrangement with TMA or with any entity or individual with which TMA has a transaction or arrangement, or (c) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which TMA is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
• A nonfinancial interest exists if a person has (a) a relationship as an unpaid volunteer, officer or director of an organization that may be affected, directly or indirectly, by action to be taken, or not taken, by TMA or (b) a personal, political, religious, friendship, or personal relationships which may be affected by an action to be taken, or not taken, by TMA.

A financial or nonfinancial interest is not necessarily a conflict of interest. A person who has a financial or nonfinancial interests may have a conflict of interest only if the appropriate TMA committee decides a conflict exists in accordance with this policy.

Disclosure. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial or nonfinancial interest as soon as reasonably possible and be given the opportunity to disclose all material facts to the Board or Executive Committee.

Recusal. Any person may recuse him/herself at any time from involvement in any decision or discussion in which the person believes he or she has or may have a conflict of interest, without going through the process for determining whether a conflict of interest exists.

Determination of Conflict. After disclosure of the financial or nonfinancial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board or Executive Committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or Executive Committee members shall decide if a conflict of interest exists.

An interested person may make a presentation at the Board or Executive Committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the action involving the possible conflict of interest.

After exercising due diligence, the Board or Executive Committee shall determine by a majority vote of the disinterested directors whether the action is in TMA’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to take the action in question.

If taking the action in question requires the continued exclusion of interested members, then the Board or the Executive Committee shall require the continued exclusion of said members for a period of time to be determined by the Board or Executive Committee (e.g., until the adjournment of that particular meeting).

Specific Prohibitions. A voting member of the Board who receives compensation directly or indirectly from TMA for services rendered is precluded from voting on matters pertaining to that member’s compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from TMA for services rendered is precluded from voting on matters pertaining to that member’s compensation. No voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from TMA, either individually or collectively, is prohibited from providing information to the Board or to any such committee regarding compensation.

Violations. If the Board or Executive Committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board or Executive Committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate action.

Records. The minutes of the Board and all committees with board delegated powers shall contain (a) the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s or Executive Committee’s decision as to whether a conflict of interest in fact existed; and (b) the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Periodic Reviews. To ensure TMA operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include (a) whether compensation arrangements and benefits are reasonable, based on competent survey information (if reasonably available), and the result of arm’s length bargaining; and (b) whether partnerships, joint ventures, and arrangements with management organizations, if any, conform to TMA’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement or impermissible private benefit or in an excess benefit transaction.

Special Provisions for the AICC.  In addition to the foregoing provisions which will be applicable, as indicated, to members of the Alarm Industry Communications Committee (“AICC”), the following unique provisions shall apply:

• “Interested Person” shall also include any AICC individual or company member who would qualify as an “affiliate” of any communications service provider, whether wireline or wireless, common or private carrier, subject to any provisions of Title II of the Communications Act of 1934, as amended, or subject to regulatory treatment as a private carrier and where 5% or more of AICC’s members rely upon the services of such communications service provider.
• The attendance of any AICC meeting by an Interested Person where governmental remedies, including legislation, are discussed concerning the carrier-customer relationship of AICC’s members shall be considered a Conflict of Interest.
• The presence of an Interested Person in such an AICC meeting shall be determined by announcement by the Chair and recorded in the minutes.
• The sole remedy for such a Conflict of Interest shall be to remove such Interested Person(s) from the meeting for a duration to be determined by the Chair.