§ 19-a. Conflict of interest policy. (a) Except as provided in
subdivision (d) of this section, the board of every rural electric
cooperative shall adopt, and oversee the implementation of, and
compliance with, a conflict of interest policy to ensure that its
directors, officers and employees act in the cooperative's best interest
and comply with applicable legal requirements.

(b) The conflict of interest policy shall include, at a minimum, the
following provisions:

(1) a definition of the circumstances that constitute a conflict of
interest;

(2) procedures for disclosing a conflict of interest or possible
conflict of interest to the board or to a committee of the board, and
procedure for the board or committee to determine whether a conflict
exists;

(3) a requirement that the person with the conflict of interest not be
present at or participate in the board or committee deliberation or vote
on a matter giving rise to such conflict, provided that nothing in this
section shall prohibit the board or a committee from requesting that the
person with the conflict of interest present information as background
or answer questions at a committee or board meeting prior to the
commencement of deliberation or voting relating thereto;

(4) a prohibition against any attempt by the person with the conflict
to influence improperly the deliberation or voting on the matter giving
rise to such conflict; and

(5) a requirement that the existence and resolution of the conflict be
documented in the cooperative's records, including in the minutes of any
meeting at which the conflict was discussed or voted upon.

(c) The conflict of interest policy shall require that prior to the
initial election of any director, and annually thereafter, such director
shall complete, sign and submit to the secretary of the cooperative or a
designated compliance officer a written statement identifying, to the
best of the director's knowledge, any entity of which such director is
an officer, director, trustee, member, owner (either as a sole
proprietor or a partner), or employee and with which the cooperative has
a relationship, and any transaction in which the cooperative is a
participant and in which the director might have a conflicting interest.
The policy shall require that each director annually resubmit such
written statement. The secretary of the cooperative or the designated
compliance officer shall provide a copy of all the completed statements
to the president of the board.

(d) A rural electric cooperative that has adopted and possesses a
conflict of interest policy pursuant to federal, state or local laws
that is substantially consistent with the provisions of subdivision (b)
of this section shall be deemed in compliance with provisions of this
section.

(e) Nothing in this section shall be interpreted to require a rural
electric cooperative to adopt any specific conflict of interest policy
not otherwise required by this section or any other law or rule, or to
supersede or limit any requirement or duty governing conflicts of
interest required by any other law or rule.