ACC Colorado Board Meeting Agenda December 6, 2018 at 4:00–5:30 pm

Embassy Suites by Hilton Denver Downtown 1420 Stout Street

Denver, CO 80202 Dial-In: 1-866-215-5503, passcode 8249 860#

I. Welcome / Roll and Call to Order (Linda)

II. Consent Agenda (Linda) (discussion and vote) 5 minutes

A. Prior Meeting Minutes--Randall B. Financial Reports (Profit & Loss Budget vs. Actual and Balance Sheet)--Sam

III. Incomplete Business

A. Policy Discussion – Expense Policy and Ethics and Conflict of Interest (Scott/Full Board) (discussion and vote) 10 minutes

IV. New Business

A. Sponsorship Update – (Dennis/Gina/Colleen) 5 minutes B. New Board Members/Assignments (Linda/Jennifer) 5 minutes C. EOY Board Review/Committee Reports (Full Board) 50 minutes

• Programs and Sponsorships • Membership • Nominations • Board Governance • Advocacy • Inclusiveness/Leadership • Communications • Pro Bono/Community Outreach • Law School • Small Law • ELG • CLO • Labor and Employment/Litigation • IP • Product Liability • International • Health Care

D. Tori Payne (Global Updates; discussion) 15 minutes

V. Other business?

VI. Adjourn

Oct '18 - Sep 19 Budget $ Over Budget

IncomeBank Interest 8.12 90.00 (81.88)Grants 0.00 1,250.00 (1,250.00)Program Registration Fees 6,580.00 19,000.00 (12,420.00)

Program Sponsorships 13,500.00 188,500.00 (175,000.00)Rebates 0.00 11,000.00 (11,000.00)

Total Income 20,088.12 219,840.00 (199,751.88)

ExpenseAdministration 18,519.00 75,000.00 (56,481.00)Bank/Credit Card Fees 442.22 2,000.00 (1,557.78)BOD & Comm. Mtgs, Gifts, exp. 1,563.16 10,000.00 (8,436.84)Contribution & Scholarship Exp. 7,264.00 0.00 7,264.00Dues & Subscriptions 320.00 320.00 0.00Insurance 0.00 1,400.00 (1,400.00)Newsletter & Directories 0.00 0.00 0.00Postage/Delivery 24.38 100.00 (75.62)Pro Bono, Diversity & Outreach 0.00 3,000.00 (3,000.00)Programs (mtgs., CLE fees, etc. 8,126.51 84,850.00 (76,723.49)

Publicity / PR 0.00 1,000.00 (1,000.00)Social and Charity Events 2,970.00 28,500.00 (25,530.00)Stationery/Supplies/Printing 1,386.88 2,100.00 (713.12)

Telephone/Internet/Fax 152.57 1,500.00 (1,347.43)Travel 2,089.97 10,000.00 (7,910.03)

Total Expense 42,858.69 219,770.00 (176,911.31)

Net Income (22,770.57) 70.00 (22,840.57)

1:11 PM ACC Colorado12/04/18 Profit & Loss Budget vs. ActualCash Basis October 2018 through September 2019

Page 1

Oct 18 Nov 18 Dec 1 - 4, 18 TOTAL

IncomeBank Interest 4.26 3.86 0.00 8.12Program Registration Fees 3,845.00 2,735.00 0.00 6,580.00

Program Sponsorships 0.00 13,500.00 0.00 13,500.00

Total Income 3,849.26 16,238.86 0.00 20,088.12

ExpenseAdministration 6,177.00 6,192.00 6,150.00 18,519.00Bank/Credit Card Fees 217.68 224.54 0.00 442.22BOD & Comm. Mtgs, Gifts, exp. 1,477.40 85.76 0.00 1,563.16Contribution & Scholarship Exp. 7,264.00 0.00 0.00 7,264.00Dues & Subscriptions 0.00 320.00 0.00 320.00Postage/Delivery 14.57 9.81 0.00 24.38Programs (mtgs., CLE fees, etc. 2,110.76 6,015.75 0.00 8,126.51

Social and Charity Events 2,970.00 0.00 0.00 2,970.00Stationery/Supplies/Printing 1,344.93 41.95 0.00 1,386.88

Telephone/Internet/Fax 102.57 50.00 0.00 152.57Travel 1,905.76 184.21 0.00 2,089.97

Total Expense 23,584.67 13,124.02 6,150.00 42,858.69

Net Income -19,735.41 3,114.84 -6,150.00 -22,770.57

1:15 PM ACC Colorado12/04/18 Profit & LossCash Basis October 1 through December 4, 2018

Page 1

______________ October 4, 2018 - ACC Colorado Board Meeting Minutes Page 1 of 5

ACC COLORADO Board of Directors Meeting

October 4, 2018

Four Seasons Hotel Denver 1111 14th Street, Denver 80202

MINUTES

PRESENT IN PERSON OR BY PHONE: Jessica Borchers Gina Casias Greg Clouser Linda Ramirez-Eaves, President Gemma Heckendorf Amy Klemt Scott Porter Carolyn Powell Lindsey Schultz Sam Shapiro Megan Zatz Absent: Anne Benedict, Jennifer Ingrassia, Jennifer Jaskolka, Dennis Kaw, Randal Reid At the invitation of the Board, Josie Hall from JMS Association Management attended the meeting. Call to Order The President Linda Ramirez-Eaves determined that we have quorum and called the meeting to order at 11:07am Approval of Minutes Minutes of the September 6, 2018 board meeting and Supplement regarding Email Votes were circulated to board members in advance of this meeting. Scott Porter made a correction to page 4 of the Minutes, second paragraph, which should read: Scott moves for the adoption of the Board Nominations and Election Policy. The Board Nominations and Election Policy is approved by unanimous consent. With the correction noted to page 4 of the September 6th Minutes, Scott moves for the approval of the Minutes and the Supplement. Carolyn Powell seconds the motion and everyone approves.

______________ October 4, 2018 - ACC Colorado Board Meeting Minutes Page 2 of 5

Treasurer’s Report The current financial reports were circulated in advance of this meeting. Treasurer Lindsey Schultz asked if there were any questions or comments and there were none. 2019 Budget - Linda reviewed the proposed Budget. Carolyn Powell moved to accept the budget as submitted. Scott seconded the motion and everyone approved the budget. Event Recaps Clay Shooting Tournament was held on September 29th. Gemma Heckendorf attended and said it went very well and there were lots of new people that attended that you don’t always see at our events. Law School Event - Amy Klemt reported on the law school event that was hosted by Molson Coors at their headquarters. Over 50 students attended and Amy recruited ACC members with less than 10 years experience to speak about what working in-house is like. They rotated the speakers to different tables and followed the discussions with a reception in the Tap Room. The students were very engaged and enjoyed networking. Molson Coors is open to hosting the event again next year. Business Updates ACC Annual Meeting - Linda is trying to invite all the Colorado members who will be in Austin, TX for the ACC Annual Meeting to a gathering hosted by one of our Platinum Sponsors. Once she receives information from ACC Global, she will send around the specific information and encourages everyone to attend. Requests to ACC Colorado concerning Bar Swearing in Ceremony. The chapter has received requests to co-sponsor a reception, host a booth and to provide handout materials for the bags that will be given to new lawyers at the swearing in ceremony. After discussion it was agreed that we will not participate. Linda will attend the swearing in ceremony on behalf of the chapter. During the discussion Josie noted that we are running out of ACC Colorado pens that we hand out at events. Everyone agreed that we can purchase more pens to hand out at our ACC events. National Advocacy Efforts – Gemma gave an update on Advocacy matters and mentioned that some chapters have partnered with local bar associations on local advocacy issues. Please let Gemma know if you are alerted to any local issues. Intralinks – We are going to make sure that all the board members have access to Intralinks and we will deposit the board notebook materials in Intralinks.

______________ October 4, 2018 - ACC Colorado Board Meeting Minutes Page 3 of 5

Board Governance In the board package for today’s meeting, Scott has circulated new Roles and Responsibility description documents. The Vice President role was consolidated from three to one and the term of the President has been changed from one year to two. Scott moves for the approval of the Roles and Responsibilities description documents. Carolyn seconds the motion and everyone agrees to the approval of the documents. Scott nominates Carolyn Powell to serve a one year extension of her term on the board. Gemma seconds the Motion and everyone approves. Scott confirms that Randal Reid, Lindsey Schultz and Anne Lee Benedict are at the end of their three year terms. Anne is not going to do a second term. Randal and Lindsey are up for another three year term. Everyone present receives an Official Ballot. For a candidate to be elected to the board they have to receive a majority of yes votes. Scott recommends that we use official written ballots going forward as good practice. The board discusses the candidates. The results of the Official Ballot New Directors are: Julia Guynn, Christine Lyman, Maureen Watson and Sung Yang Directors that are Re-Elected to a second three-year term: Randal Reid and Lindsey Schultz Director that is Re-Elected to a one year term: Carolyn Powell The 2019 Officers are: Jennifer Ingrassia - President for 2019 and 2020. Gemma Heckendorf -Vice President for 2019. Sam Shapiro - Treasurer for 2019. Megan Zatz - Secretary for 2019. Finance Committee – The board discusses moving forward with establishing a finance committee. The Treasurer will be the Chair and there will be a minimum of 3 directors on the committee. Carolyn moves that we form a finance committee. Sam seconds the motion and everyone approves the formation of a finance committee. Scott discusses the Charter documents that were included in the board package. These Charter documents are fluid documents that can be changed as are the Roles and Responsibilities. The board discusses the charter documents and agrees upon the following minimum number of directors for the following standing committees:

• Membership will have a minimum of two directors. • Programs & Sponsorship will have a minimum of four directors. • Governance Committee will have a minimum of two directors.

______________ October 4, 2018 - ACC Colorado Board Meeting Minutes Page 4 of 5

Committees should have One Chair and the rest will be Vice Chairs. There will be no Co-Chairs. Subject to changes that have been discussed, Scott moves to approve the Charters documents. Carolyn seconds the motion, and everyone approves. Scott is working to redraft the Travel Policy and the Conflict of Interest form. The Conflict of Interest form will now have an acknowledgement of the Code of Conduct/Ethics Policy. These documents will be circulated before the next board meeting. Roundtable/Updates Pro Bono - Carolyn gave an update on pro bono and shared that the details for the Project Homeless Connect event are being finalized and will be shared at the next meeting. IP Committee - Gemma reports that the IP committee is holding an event next week that will be promoted to the IP Global committees. Communications – Sam is working with the communications committee and they have changed the format and added a new member spotlight to the Newsletter. Membership – Gemma and Amy review the Membership report included with the board package and comment that the pattern shows the chapter membership continues to grow. Amy will be contacting the other members of the membership committee to confirm whether or not they will agree to stay on the committee for 2019. Law School Committee – Amy reports that there is a lot of interest in being on this committee. They currently have 4 or 5 committee members and she will reach out to these committee members to confirm whether or not they will agree to stay on the committee for 2019. Employment Law – Greg Clouser reports that the employment law group has had two webinars that have been well attended and received great feedback. Litigation – The litigation practice group put on a webinar where you could attend in person or participate by webinar. The session went very well although there were some troubles with getting into the online system. Greg and Gemma report that the response from the sponsors has been very positive and they welcome the opportunity to be able to put on webinars as part of their sponsorship package.

______________ October 4, 2018 - ACC Colorado Board Meeting Minutes Page 5 of 5

Sponsorships for 2019 – Linda reviews the sponsorship package that is going out to sponsors. She asks everyone to look at the list of potential sponsors and reach out to the firms where you have good contacts. With no additional business presented for consideration, the President adjourned the meeting at 1:07 pm Approved: _______________________________ Randal Reid, Secretary

AC

C C

OLO

RA

DO

2019 BO

AR

D O

F DIR

ECTO

RS A

ND

ASSIG

NM

ENTS

Board M

ember

Officers

Term 1

Term 2

Extension1Jennifer Ingrassia

PresidentA

nnual Meeting

2015-20172018-2020

2Gem

ma H

eckendorfVice President

2018-20202021-2023

3Secretary

2018-20202021-2023

4Sam Shapiro

Treasurer2018-2020

2021-20235

2014-20162017-2019

6Lindsey Schultz2016-2018

2019-20217

2015-20172018-2020

8Randal R

eid2016-2018

2019-20219C

arolyn Powell

2013-20152016-2018

2019 - 1 year10Jessica B

orchers2018-2020

2021-202311Linda R

amirez-Eaves

Imm

ediate Past President2012-2014

2015-20172019 – 2nd year

12Jennifer JaskolkaC

ompleting W

endy's 1st Term2019-2020

132019-2021

2022-202414

2019-20212022-2024

152019-2021

2022-202416

2019-20212022-2024

Standing Com

mittees

Standing Com

mittees

1Programs &

Sponsorship (4)C

hair: Dennis (Jessica, Jennifer J, G

emm

a)2N

ominations

Linda, Sung3M

embership (2)

Lindsey, Christine

4Board G

overnance (2)Linda, Sung

5Finance Com

mittee (3)

Chair: Sam

(Lindsey, Mo)

Special Com

mittees

Special Com

mittees C

hairs1A

dvocacyR

andal2Inclusiveness, Leadership &

Prof. Dev.

Linda, Gem

ma, Jennifer J, G

reg3C

omm

unicationsSam

, Megan

4Pro Bono &

Com

munity O

utreachC

arolyn, Mo

5Law School &

Local Bar A

ssociationsSung, C

hristine6Sm

all Legal Departm

entJulia

Practice Groups

Practice Group C

hairs1Em

erging Leaders Group

Jessica2C

hief Legal Officers

3Labor & Em

ployment

Greg

4Litigation5Intellectual Property6Product Liability

Sam7International8H

ealth Care

Megan

EventsB

oard Mem

ber(S)P&

S OverseeingSponsor

1January Annual M

eetingJennifer I

2SKI &

CLE

Sam

3Family D

ay at the Rockies

Greg

4Clay Shooting Tournam

ent – September

Dennis/ Jessica

5Cook Street Event – N

ovember

Jennifer J/ Randal

6Dinners w

ith CLO

's or CFO

Jessica7In-H

ouse Counsel Forum

- April

Greg, S

ung, Megan, Julia

8Ethics Day (D

ecember 4 or 5)

Carolyn, Lindsey, M

o9C

urling EventD

ennis10Individual C

LE - March - G

ibson Dunn

Jennifer J11Individual C

LE - May - N

AM

WO

LF Trials PACLinda

12Individual CLE &

Rockies G

ame- Sept

Mo

13Individual CLE - O

ct- StinsonJulia

14G

emm

a15Silver Sponsor - TB

DC

hristine

P&S · Inclusiveness · IP · Sum

mer C

LEM

egan ZatzC

omm

unications · Health C

are · In-House Forum

Finance·Com

munications·Product Liability·SK

I & C

LED

ennis Kaw

P&S · C

lay Shooting · Curling

Mem

bership · Finance · EthicsG

reg Clouser

Inclusiveness · L&E · R

ockies · In-House Forum

Advocacy · International · C

ook StreetPro B

ono · EthicsP&

S · ELG · C

lay Shooting · Dinner w

/CLO

Nom

inations · Governance · Inclusiveness · M

ay CLE

P&S·Inclusiveness·Litigation·C

ook Street·March C

LEM

aureen Watson

Finance · Pro Bono · Sept C

LE · EthicsSung Yang

Nom

inations·Governance·Law

School·In-House Forum

Julia Guynn

Small Law

· In-House Forum

· Oct C

LEC

hristine Lyman

Mem

bership · Law School · Silver Sponsor

Jennifer J / Colem

an Lechner G

emm

a/ Abbie D

ayton

Randal/Jeff B

rown

Individual CLE - Sum

mer- A

kerman

MEMBERSHIP Report

ACC Colorado - Membership as of June 13, 2018 – 741 members

ACC Colorado – Membership as of September 5, 2018 – 755 members

ACC Colorado – Membership as of October 1, 2018 – 757 members

ACC Colorado – Membership as of December 3, 2018 – 762 members

Historical Membership Information:

ACC Colorado - Membership as of March 1, 2018 – 706 members

ACC Colorado - Membership as of March 1, 2017 – 687 Members

ACC Colorado - Membership as of March 1, 2016 – 680 Members

ACC Colorado - Membership as of March 1, 2015 – 666 Members

ACC Colorado - Membership as of March 1, 2014 – 606 Members

AC

C C

OLO

RA

DO

2018 MA

STER C

ALEN

DA

R (July - D

ecember 2018)

DATE

EVENT

TIME

LOC

ATION

SPON

SOR

(S)B

OA

RD

MEM

BER

(S) RESPO

NSIB

LE

# SponsorsSuggested Future Topics

JULY, 2018

July 17, 201811am

-12pmW

ebinarFisher P

hillipsG

reg27

424

$0.00 1

July 19, 2018M

ember A

ppreciation Event

5:30pm-7:30pm

Oxford H

otelLindsey, Jennifer, R

andal65

96A

llN

/A$0.00

AU

GU

ST, 2018

August 9, 2018

4pm-6:30pm

Hotel Teatro

Stinson

Linda27

404

$20/$404

August 12, 2018

Family D

ay at the Rockies

1:10pmC

oors FieldG

reg and Am

y90

11010

N/A

$25.00 7

August 16, 2018

Sm

all Law P

ractice Group

5:30-7:30pmB

lue Moon

Fairfield and Woods

Carolyn

1224

5$0.00

1

August 29, 2018

Meet You on the Field

5pm-7:30pm

Broncos S

tadium at M

ile High

Davis G

raham S

tubbsD

ennis, Jessica and Am

y27

487

N/A

$20/$355

SEPTEMB

ER, 2018

Septem

ber 4, 2018W

ebinar: Blockchain 101

12pm-1pm

Webinar

Baker &

McK

enzie LLPR

andal Reid

1524

24 out of 5

$0.00 1

Feedback saved under eventS

eptember 6, 2018

12pm-1pm

Webinar

Scott

4563

4 $-

Septem

ber 12, 2018Individual C

LE w

ith Lewis B

ess4pm

-6pm + G

ame

Coors Field

Lewis B

essS

am or G

emm

a43

4710

Rated H

igh$20/$40

2Feedback saved under event - all w

ent well

Septem

ber 15, 2018S

eptember C

omm

unity Outreach

MuckFest

Jennifer Ingrassia12

Septem

ber 17, 2018Law

Student E

vent4-6:30pm

Molson C

oorsA

my and D

ennis75

N/A

$0.00 2

Septem

ber 20, 2018W

ebinar+ Live CLE

:LRR

C4pm

-5pmW

ebinarLR

RC

Greg

54100

02

Septem

ber 25, 2018W

ebinar: Pay E

quity11am

-12pmW

ebinarFisher P

hillipsG

reg30

424

$0.00 1

Septem

ber 26, 2018A

CC

Foundation GC

Dinner

6-8:30pmD

aVita20

$0.00 1

Septem

ber 29, 2018C

lay Shooting

Kiow

aJackson K

elly, Fairfield and Woods

72

OC

TOB

ER, 2018

October 4, 2018

Fall Frenzy2-7pm

Four Seasons

Jennifer, Carolyn and S

am108

13825

$40/$755

October 11, 2018

12pm-1pm

Webinar

Kilpatrick

Gem

ma

80118

0O

ctober 18, 2018C

LO W

hiskey Tasting Event

5-7pmS

ocialLR

RC

Greg

1318

3N

/A$0.00

0O

verall great event per LRR

C

NO

VEMB

ER, 2018

Novem

ber 8, 2018C

ook Street E

vent5:30pm

-7:30pmC

ook Street

Arm

strong TeasdaleA

my

5353

5N

/A$35.00

5

Novem

ber 14, 2018S

mall Law

+ Ethics E

vent4pm

-6pmFairfield and W

oodsFairfield and W

oodsC

arolyn60

4$0

1N

ovember 15, 2018

Happy H

our Social

5pm-7pm

Denver U

nion Station

Merchant &

Gould

618

N/A

04

Novem

ber 29, 20184:00pm

-6:30pmThe R

amble H

otelG

ina30

454

$20 3

DEC

EMB

ER, 2018

Decem

ber 6, 2018E

thics Day

8:30am-4:00pm

Em

bassy Suites

Am

y/Randal/D

ennis/LindseyD

ecember 6, 2018

Board of D

irectors Meeting

4:00pm-5:30pm

Em

bassy Suites

Decem

ber 6, 2018D

inner for Board

5:45pm-8pm

OTH

ER

EV

EN

TS W

E W

AN

T TO AV

OID

SC

HE

DU

LING

OV

ER

Practice G

roup events are highlighted in blue

# of Attendees

that showed up

# Registered-

including sponsors

Review

s - average- highest 5

Cost to

attend the event

Board m

embers

in attendance

Webinar: R

ecent updates in Federal and Colorado

labor and employm

ent law4 out of 5 (1 response)

Quaero G

roup

Attendance w

as comparable to D

U, heard som

e feedback that dow

ntown w

as better, prizes were

good, overall went w

ell

CLE

& R

eception: Just when you thought you hit

your stride - Major C

hange announced

Great, transparent conversation w

ith talented fabulous speakers. The event w

as wonderful,

too! Venue w

as a little loud with noise com

ing through from

other groups. Convenient

location. I liked the practical-focused presentation and open Q

&A

format that got

the audience engaged.Speakers w

ere all very good; I thought the venue w

as a bit cramped for space.

Lobby noise made it a bit hard to hear in the

room but the venue w

as lovely and easy to get to. Food w

as fantastic!I really enjoyed the form

at. The one thing I w

ould h

ave liked to see, if time perm

itted, w

as the speakers circulating from

table to table to allow

us to have discussions with

them.

Moye W

hite, Wilm

erHale and C

SC

Went great! C

ould order a six pack or less for next year

Event was fun! G

reat tour! We had 27 show

up - m

ost of those that no showed paid.

Webinar + Livew

ith Shook H

ardy Bacon

9.5 out of 10 (2 responses)

19 attended the in person meeting. Sponsor

thought the event went w

ell. Just the right level of detail; glad to hear about this law

since it was

passed fairly quickly; might have been useful to

have just a quick overview of w

hat the previous requirem

ents were to know

what is different now

10 GC

s and 10 SponsorsTom

Codevilla

Shook Hardy B

acon, Kilpatrick, Lew

is Roca R

othgerber, A

rmstrong, M

erchant & G

ould, Fisher Phillips

WE

BIN

AR

: Top Mistakes W

hen Protecting IP

6 out of 10 (3 responses)

If Kilpatrick w

ere to do the same topic again for

the Chapter I w

ould encourage more discussion

around contracts, and less about corporate IP program

s. My understanding is that there are few

pure IP practitioners in Colorado, so I think that

would cast a w

ider net in terms of m

aintaining audience engagem

ent.

Excellent information. M

ight be helpful to allow a

little more tim

e for Q&

A. B

ut don't know w

hat I'd drop to allow

for it. Maybe a longer W

ebinar?

The audio was not great and could be im

proved for future w

ebinars. Speakers were

knowledgeable and did a good job.

Cook street costs increased, so w

e raised the price to $35 per person. S

ame am

ount of attendanceThis program

was added on to m

ake the sponsor happy - Fairfield w

as not happy with the tw

o small

law events held throughout the year - low

attendance and no show

s.

Individual CLE

with B

allard Spahr

Ballard S

pahr6 out of 10 (5 R

esponses)

I thought it was really great! The chairs w

ere a bit uncom

fortable. :). I appreciated all the information

that the presenters provided us to take home.

All the above w

as fantastic and it was a w

onderful evening S

peakers were very know

ledgeable and informative.

Didn't try any food. R

eally liked the venue The speakers w

ere excellent. They are know

ledgeable and engaging. I enjoyed the presentations! Liked the venue and the speakers w

ere great. good location - had to pay valet though. speakers and venue w

ere also good S

peakers were excellent. I liked the venue itself but

it was difficult to find and traffic m

ade it worse and

the area was sketchy S

peakers and slides w

ere strong. Venue/food/location was good - nice

room for the event.

Snell and W

ilmer, Fisher P

hillips, Kilpatrick, S

hook H

ardy Bacon, Lew

is Roca R

othergerber, Littler

AC

C C

olorado 2019 Sponsorship Worksheet

Application

SponsorSponsorship

#C

ompany

Invoices SentR

eceivedA

mount

PAID

1P

aid in 2018M

ay Curling E

vent2

CS

C11.28.18

11.7.18 $3,500.00

Annual M

eeting CLE

($3,500)3

Annual M

eeting Bar ($3,500)

4D

avis Graham

Stubbs

11.6.1811.5.18

$7,000.00 $7,000.00 S

KI &

CLE

- CLE

Law Firm

Sponsor ($7,000)

5H

UB

International11.28.18

11.19.18 $2,750.00

SK

I & C

LE - Industry S

ponsor ($2,750)6

SK

I & C

LE - Industry S

ponsor ($2,750)7

Shook H

ardy Bacon

10.18.18 $15,000.00

Platinum

Sponsor

8Fisher P

hillips11.6.18

$15,000.00 P

latinum S

ponsor9

Merchant &

Gould

11.8.18 $15,000.00

10K

ilpatrick 11.15.18

$15,000.00 P

latinum S

ponsor11

$15,000.00 P

latinum S

ponsor12

Arm

strong Teasdale 11.19.18

$15,000.00 P

latinum S

ponsor13

Family D

ay at Rockies Industry S

ponsor ($3,500)14

11.28.1811.20.18

$5,000.00 Fam

ily Day at R

ockies ($5,000)15

Wilm

erHale

12.4.1812.4.18

$5,000.00 Fam

ily Day at R

ockies ($5,000)16

Littler11.28.18

11.15.18 $6,500.00

Gold: E

thics Day ($6,500)

17G

ibson Dunn

11.28.1810.30.18

$6,500.00 G

old: Individual CLE

March ($6,500)

18N

AM

WO

LF Trials PAC

*11.28.18

11.5.18 $6,500.00

Gold: Individual C

LE M

ay ($6,500)- 19

Stinson

11.29.1811.15.18

$6,500.00 G

old: Individual CLE

October ($6,500)

2011.6.18

11.6.18 $6,500.00

$6,500.00 Gold: Individual C

LE ($6,500) S

eptember

2111.29.18

11.27.18 $6,500.00

Gold: Individual C

LE ($6,500) S

UM

ME

R22

Fairfield Woods (w

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ACC Colorado Chapter Code of Conduct and Ethics Policy

Adopted: ____________, 2018

[DRAFT FOR DISCUSSION PURPOSES – NOT FINAL]

The business and affairs of the Colorado Chapter (“ACC Colorado”) of the Association of Corporate Counsel (“ACC Global”) are managed under the direction of ACC Colorado’s Board of Directors (the “Board”). In addition, other volunteer leaders (e.g., vice- or co-chairs of committees, practice groups, task forces, initiatives and others) have responsibilities that derive from their being appointed or elected by the Board to a position of leadership within, and to act at times on behalf of, ACC Colorado (e.g., arrange and direct programs, activities and projects on behalf of the Board and ACC Colorado). The term “Volunteer Leader” shall refer to and include members of the Board and other ACC Colorado members appointed or elected by the Board as such other volunteer leaders. Purpose This Code of Conduct and Ethics Policy (“Policy”) establishes standards of conduct expected of each Volunteer Leader with the goal of embedding certain principles into the culture of the leadership of ACC Colorado. Being elected or appointed to serve as a Volunteer Leader on behalf of ACC Colorado is a privilege that carries with it a serious responsibility to serve the interests of ACC Colorado and its members. It is the desire of ACC Colorado that all Volunteer Leaders should conduct themselves and perform their duties in an exemplary fashion, commensurate with the position of leadership that they hold. Conflicts of Interest ACC Colorado recognizes that individuals serving as Volunteer Leaders have multiple interests and affiliations, including without limitation, positions of responsibility with their employers and various other organizations or entities. As a result, actual, potential and apparent conflicts of interest may occur in the course of their participation in and conducting the affairs of ACC Colorado. Examples of conflicts are given below. Not all conflicts are necessarily harmful or prohibited. The Volunteer Leaders of ACC Colorado must act at all times in the best interests of ACC Colorado and not for personal or third-party gain or financial enrichment. When encountering actual, potential or apparent conflicts of interest, Volunteer Leaders shall promptly and fully disclose the matter in conflict to the Board and, unless granted a waiver by vote of the Board, such individual shall abstain from participating in Board and committee deliberations, making motions, participating in discussion, voting or taking any direct action to influence ACC Colorado with respect to the matter in conflict. Specifically, Volunteer Leaders shall:

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

Scott Porter� 12/4/2018 2:36 PMDeleted: basic

Scott Porter� 12/4/2018 2:36 PMDeleted: ACC Colorado is committed to complying with the letter and spirit of the law, acting ethically in all of its activities and operations, and complying with all rules, regulations and policies of ACC Colorado and ACC Global.

Scott Porter� 12/4/2018 2:36 PMDeleted: the many persons

Scott Porter� 12/4/2018 2:36 PMDeleted: of ACC Colorado

Scott Porter� 12/4/2018 2:36 PMDeleted: , but not limited to

Scott Porter� 12/4/2018 2:36 PMDeleted: ;

Scott Porter� 12/4/2018 2:36 PMDeleted: ;

• not improperly use their roles or ACC Colorado'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 Leader extends any further than that which it actually extends;

• not engage in any outside business, professional or other activities that would directly or indirectly materially adversely affect ACC Colorado;

• not solicit or accept material gifts, gratuities, free trips, honoraria, personal property, or any other item of material value from any person or entity as an inducement to provide special treatment to such donor with respect to matters pertaining to ACC Colorado, without obtaining prior approval from the Board;

• provide goods or services to ACC Colorado as a paid vendor only after full disclosure to, and advance approval by, the Board, and pursuant to any related procedures adopted by the Board;

• assign all rights of ownership to works created by such member for the benefit of ACC Colorado, and take any and all actions required by ACC Colorado in furtherance thereof; and

Code of Conduct The principles and requirements that comprise this ACC Colorado code of conduct are based upon, and are designed to help ensure full compliance by ACC Colorado and its Volunteer Leaders with, policies, procedures and requirements of ACC Colorado and its Board, ACC Global, all applicable federal and state laws, rules, and regulations, applicable rules of professional responsibility, and other applicable legal precepts and prohibitions. Volunteer Leaders affirm their endorsement of the code of conduct and acknowledge their commitment to uphold its principles and obligations by accepting and retaining their roles with ACC Colorado. Members of the Board must abide by their fiduciary duties of care, loyalty and obedience. In addition, Volunteer Leaders (including ex oficio members of the Board) shall at all times abide by and conform to the following in their roles with ACC Colorado:

• Exercise of Duties - Each Volunteer Leader will perform his or her assigned duties in a professional and timely manner, including without limitation making attendance at Board or other Volunteer Leader meetings a priority, being prepared to discuss the issues and business on the agenda and having read all background material relevant to the topics at hand, and showing respect and courteous conduct in all meetings. The Board only acts as a collective entity, but members of the Board must be free to express differing opinions, ideas, and recommendations in a respectful and professional manner. Therefore, each member of the Board must uphold the strict confidentiality of all meetings and other deliberations of the Board (including committee meetings) not open to the general membership or the public in order to foster open and honest deliberation and dialogue. Once a decision of the Board is final, however, the Board must present itself and act as a whole, and no member of the Board may disclose the nature of the discussions leading to such decision nor publicly express any opinion, idea, or recommendation that is contrary to a Board decision.

• No Harassment or Discrimination - Each Volunteer Leader will exercise proper authority and good judgment in his/her dealings with ACC Colorado staff, suppliers, sponsors, and the general public and will respond to the needs of ACC Colorado’s members in a responsible, respectful and professional manner. Volunteer Leaders shall not engage in discriminatory or harassing behavior towards any individual while representing, conducting business for, or otherwise acting (or

Scott Porter� 12/4/2018 2:36 PMDeleted: abuse their roles as Volunteer Leaders by

Scott Porter� 12/4/2018 2:36 PMDeleted: using

Scott Porter� 12/4/2018 2:36 PMDeleted: a direct or indirect

Scott Porter� 12/4/2018 2:36 PMDeleted: <#>take no action to adversely impact the relationship between ACC Colorado and any member, exhibitor, advertiser, sponsor, subscriber, supplier, contractor, or any other person or entity with an actual or potential relationship to or with ACC Colorado.

Scott Porter� 12/4/2018 2:36 PMDeleted: Volunteer Leaders dedicate themselves to leading by example in serving the needs of ACC Colorado and its members, and in representing the interest and ideals of the in-house legal community at large.

Scott Porter� 12/4/2018 2:36 PMDeleted: The checks and balances built into this code of conduct, including the Procedures for Review of Volunteer Leader Conduct set forth below, are designed to strike the proper balance between confirming compliance with the obligations described above and the integrity and efficacy of the code of conduct on the one hand, and protecting Volunteer Leaders through the use of reasonable due process procedures.

Scott Porter� 12/4/2018 2:36 PMDeleted: code of conduct

Scott Porter� 12/4/2018 2:36 PMDeleted: <#>Compliance with Applicable Precepts - Each Volunteer Leader must abide in all respects by the rules and policies of ACC Colorado and ACC Global and shall fulfill his/her duties in accordance with the applicable Roles and Responsibilities of the position. Each Volunteer Leader must at all times obey all applicable federal, state and local laws and regulations, including any applicable rules of professional conduct.

Scott Porter� 12/4/2018 2:36 PMMoved (insertion) [1]

appearing to act) on behalf of ACC Colorado. • Confidentiality - Except as the Board may otherwise approve or as otherwise required by law, no

Volunteer Leader shall share, copy, reproduce, transmit, divulge or otherwise disclose any information identified by the Board as confidential that is related to the affairs of ACC Colorado. No Volunteer Leader may use any confidential information acquired as a consequence of the Volunteer Leader’s service to ACC Colorado in any manner other than in furtherance of his or her duties as a Volunteer Leader. No Volunteer Leader may misuse ACC Colorado property or resources (including for example membership lists) and will at all times keep ACC Colorado’s property secure and not allow any person not authorized by the Board to have or use such property. Upon termination of service, a retiring Volunteer Leader will promptly return to ACC Colorado or destroy (in accordance with applicable records retention policies) all documents, electronic and hard files, reference materials, and other property possessed or controlled by the Volunteer Leader. Such return or disposal will not abrogate the retiring Volunteer Leader from his or her continuing obligations of confidentiality with respect to information acquired as a consequence of his or her tenure as a Volunteer Leader. No Volunteer Leader may speak for or on behalf of ACC Colorado unless specifically authorized to do so by the Board.

• Procedures for Review of Volunteer Leader Conduct Conflict of Interest If there is any existing or potential conflict of interest, full disclosure, in writing, shall be made by the Volunteer Leader to the President (or to the Vice President if the President is subject of the disclosure). Following full disclosure of a possible conflict of interest or any condition listed above, the President (or Vice President) shall call a meeting of the Executive Committee to determine whether a conflict of interest exists. If the Executive Committee vote determines that a conflict of interest exists, the Executive Committee shall then vote to authorize or reject the transaction or take any other action deemed necessary to address the conflict and protect ACC Colorado’s best interests, including issuing a directive to the Volunteer Leader to take or refrain from some action. Both votes shall be by a majority vote without counting the vote of any interested Director. The Executive Committee shall notify the Volunteer Leader of the decision and any directives. If a Volunteer Leader fails to comply with a directive of the Executive Committee, or fails to disclose any existing or potential conflict of interest that reasonably should have been disclosed, the Executive Committee shall submit the matter to the full Board for consideration and determination of sanctions. Code of Conduct Violations Volunteer Leaders, who in good faith believe that an ACC Colorado activity, or the activity of a Volunteer Leader or member purportedly acting on behalf of ACC Colorado, does not meet any commitment or requirement under this Policy (“Misconduct”), should immediately report such Misconduct. Reports of Misconduct shall be made to the President (or other Officer if the President is subject of the report) of ACC Colorado and/or to ACC Global’s chapter staff at chapters@acc.com. If requested to do so, a reasonable effort will be made to protect the identity of the reporting Volunteer

Scott Porter� 12/4/2018 2:36 PMDeleted: <#>General Exercise of Duties - Each Volunteer Leader must exercise the duties and responsibilities of his/her positions in good faith with integrity, collegiality, due diligence, reasonable competence, and care, including without limitation putting the interests of the organization above personal interests and representing ACC Colorado in a positive and supportive manner at all times and in all places. Each Volunteer Leader will perform his or her assigned duties in a professional and timely manner, including without limitation making attendance at Board or other Volunteer Leader meetings a priority, being prepared to discuss the issues and business on the agenda and having read all background material relevant to the topics at hand, and showing respect and courteous conduct in all meetings. ... [1]

Scott Porter� 12/4/2018 2:36 PMMoved up [1]: Once a decision of the Board is final, however, the Board must present itself and act as a whole, and no member of the Board may disclose the nature of the discussions leading to such decision nor publicly express any opinion, idea, or recommendation that is contrary to a Board decision.

Leader or member. However, the reporting Volunteer Leader or member’s identity may have to be disclosed to conduct a thorough investigation of the alleged Misconduct (including permitting any accused Volunteer Leader(s) to respond fully to the allegations) and to comply with the law. The Officer receiving the report shall call a meeting of the Executive Committee to deliberate and determine what actions should be taken (which may include without limitation determining the manner of review and investigation, and whether outside counsel and/or ACC Global should be engaged if not already). Any decisions of the Executive Committee made in relation to a report of Misconduct shall be by majority vote. If the Executive Committee determines that a Volunteer Leader has committed Misconduct, the Executive Committee may issue a written reprimand to, or censure of, the Volunteer Leader (combined with any probationary period, if desired) if determined to be a sufficient resolution to the matter and provided the Volunteer Leader has not previously been the subject of a report of Misconduct. If the Executive Committee determines that more serious sanctions are warranted under the circumstances, or if the Volunteer Leader has previously been the subject of a report of Misconduct, the matter must be submitted to the full Board for consideration and determination of sanctions. If a member of the Executive Committee is the subject of a report of Misconduct, such member shall not participate in the review and consideration of that report, and the President (or other acting Chair of the Executive Committee) shall appoint another member of the Board to participate in such review and consideration with voting authority. Reports of Misconduct shall be treated in a professional manner and shall be considered as strictly confidential to the Executive Committee, subject to any obligations under applicable law or this Policy. Sanctions Sanctions may include:

• Written reprimand to, or censure of, the Volunteer Leader (combined with any probationary period, if desired);

• Suspension of the Volunteer Leader from his or her role in ACC Colorado for a designated period of time (combined with any probationary period, if desired);

• Permanent expulsion of the Volunteer Leader from his or her Volunteer Leader role in ACC Colorado (which may, if applicable and in accordance with the bylaws, include removal from the Board);

• Any other sanction determined by the Board to be reasonable under the circumstances. If a Volunteer Leader resigns while the Board is reviewing the matter, the matter may be closed (subject to any reporting or other obligations required under law or by ACC Global). Affirmation and Disclosure On an annual basis, all persons to whom this Policy applies shall be provided with a copy of this Policy and required to complete and sign the acknowledgment and disclosure form below. All completed forms shall be provided to and reviewed by the ACC Colorado Executive Committee, as well as all other

conflict information provided by Volunteer Leaders.

ACC COLORADO AFFIRMATION AND DISCLOSURE FORM

I have read the Code of Conduct and Ethics Policy (the “Policy”) for ACC Colorado set forth above and hereby

complete this affirmation:

I understand that, as a Volunteer Leader of ACC Colorado, I must always act in accordance with the Policy’s code

of conduct and must conduct my personal affairs in such a manner as to avoid any possible conflict of interest with

my duties and responsibilities as a Volunteer Leader. I agree to comply fully with the terms and conditions of this

Policy at all times during my service as an ACC Colorado Volunteer Leader.

I also understand that I am required to attest annually to my familiarity with ACC Colorado policies in this regard

and to provide information concerning any possible conflict of interest so that disclosure may, if necessary, be

made and appropriate steps taken.

I hereby affirm that I have not, to the best of my knowledge and belief, been in a position of possible conflict of

interest, except as indicated below. If at any time following the submission of this form I become aware of any

actual or possible conflict of interest, or if the information provided below becomes inaccurate or incomplete, I will

promptly notify the President of ACC Colorado in writing.

Disclosure of Actual or Potential Conflict of Interest:

________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________________________. Signature: _______________________________________________ Printed Name: _______________________________________________ Date: _____________________________________________

ACC Colorado Chapter Code of Conduct and Ethics Policy

Adopted: ____________, 2018

[DRAFT FOR DISCUSSION PURPOSES – NOT FINAL]

The business and affairs of the Colorado Chapter (“ACC Colorado”) of the Association of Corporate Counsel (“ACC Global”) are managed under the direction of ACC Colorado’s Board of Directors (the “Board”). In addition, other volunteer leaders (e.g., vice- or co-chairs of committees, practice groups, task forces, initiatives and others) have responsibilities that derive from their being appointed or elected by the Board to a position of leadership within, and to act at times on behalf of, ACC Colorado (e.g., arrange and direct programs, activities and projects on behalf of the Board and ACC Colorado). The term “Volunteer Leader” shall refer to and include members of the Board and other ACC Colorado members appointed or elected by the Board as such other volunteer leaders. Purpose This Code of Conduct and Ethics Policy (“Policy”) establishes standards of conduct expected of each Volunteer Leader with the goal of embedding certain principles into the culture of the leadership of ACC Colorado. Being elected or appointed to serve as a Volunteer Leader on behalf of ACC Colorado is a privilege that carries with it a serious responsibility to serve the interests of ACC Colorado and its members. It is the desire of ACC Colorado that all Volunteer Leaders should conduct themselves and perform their duties in an exemplary fashion, commensurate with the position of leadership that they hold. Conflicts of Interest ACC Colorado recognizes that individuals serving as Volunteer Leaders have multiple interests and affiliations, including without limitation, positions of responsibility with their employers and various other organizations or entities. As a result, actual, potential and apparent conflicts of interest may occur in the course of their participation in and conducting the affairs of ACC Colorado. Examples of conflicts are given below. Not all conflicts are necessarily harmful or prohibited. The Volunteer Leaders of ACC Colorado must act at all times in the best interests of ACC Colorado and not for personal or third-party gain or financial enrichment. When encountering actual, potential or apparent conflicts of interest, Volunteer Leaders shall promptly and fully disclose the matter in conflict to the Board and, unless granted a waiver by vote of the Board, such individual shall abstain from participating in Board and committee deliberations, making motions, participating in discussion, voting or taking any direct action to influence ACC Colorado with respect to the matter in conflict. Specifically, Volunteer Leaders shall:

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

• not improperly use their roles or ACC Colorado'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 Leader extends any further than that which it actually extends;

• not engage in any outside business, professional or other activities that would directly or indirectly materially adversely affect ACC Colorado;

• not solicit or accept material gifts, gratuities, free trips, honoraria, personal property, or any other item of material value from any person or entity as an inducement to provide special treatment to such donor with respect to matters pertaining to ACC Colorado, without obtaining prior approval from the Board;

• provide goods or services to ACC Colorado as a paid vendor only after full disclosure to, and advance approval by, the Board, and pursuant to any related procedures adopted by the Board;

• assign all rights of ownership to works created by such member for the benefit of ACC Colorado, and take any and all actions required by ACC Colorado in furtherance thereof; and

Code of Conduct The principles and requirements that comprise this ACC Colorado code of conduct are based upon, and are designed to help ensure full compliance by ACC Colorado and its Volunteer Leaders with, policies, procedures and requirements of ACC Colorado and its Board, ACC Global, all applicable federal and state laws, rules, and regulations, applicable rules of professional responsibility, and other applicable legal precepts and prohibitions. Volunteer Leaders affirm their endorsement of the code of conduct and acknowledge their commitment to uphold its principles and obligations by accepting and retaining their roles with ACC Colorado. Members of the Board must abide by their fiduciary duties of care, loyalty and obedience. In addition, Volunteer Leaders (including ex oficio members of the Board) shall at all times abide by and conform to the following in their roles with ACC Colorado:

• Exercise of Duties - Each Volunteer Leader will perform his or her assigned duties in a professional and timely manner, including without limitation making attendance at Board or other Volunteer Leader meetings a priority, being prepared to discuss the issues and business on the agenda and having read all background material relevant to the topics at hand, and showing respect and courteous conduct in all meetings. The Board only acts as a collective entity, but members of the Board must be free to express differing opinions, ideas, and recommendations in a respectful and professional manner. Therefore, each member of the Board must uphold the strict confidentiality of all meetings and other deliberations of the Board (including committee meetings) not open to the general membership or the public in order to foster open and honest deliberation and dialogue. Once a decision of the Board is final, however, the Board must present itself and act as a whole, and no member of the Board may disclose the nature of the discussions leading to such decision nor publicly express any opinion, idea, or recommendation that is contrary to a Board decision.

• No Harassment or Discrimination - Each Volunteer Leader will exercise proper authority and good judgment in his/her dealings with ACC Colorado staff, suppliers, sponsors, and the general public and will respond to the needs of ACC Colorado’s members in a responsible, respectful and professional manner. Volunteer Leaders shall not engage in discriminatory or harassing behavior towards any individual while representing, conducting business for, or otherwise acting (or

appearing to act) on behalf of ACC Colorado. • Confidentiality - Except as the Board may otherwise approve or as otherwise required by law, no

Volunteer Leader shall share, copy, reproduce, transmit, divulge or otherwise disclose any information identified by the Board as confidential that is related to the affairs of ACC Colorado. No Volunteer Leader may use any confidential information acquired as a consequence of the Volunteer Leader’s service to ACC Colorado in any manner other than in furtherance of his or her duties as a Volunteer Leader. No Volunteer Leader may misuse ACC Colorado property or resources (including for example membership lists) and will at all times keep ACC Colorado’s property secure and not allow any person not authorized by the Board to have or use such property. Upon termination of service, a retiring Volunteer Leader will promptly return to ACC Colorado or destroy (in accordance with applicable records retention policies) all documents, electronic and hard files, reference materials, and other property possessed or controlled by the Volunteer Leader. Such return or disposal will not abrogate the retiring Volunteer Leader from his or her continuing obligations of confidentiality with respect to information acquired as a consequence of his or her tenure as a Volunteer Leader. No Volunteer Leader may speak for or on behalf of ACC Colorado unless specifically authorized to do so by the Board.

Procedures for Review of Volunteer Leader Conduct Conflict of Interest If there is any existing or potential conflict of interest, full disclosure, in writing, shall be made by the Volunteer Leader to the President (or to the Vice President if the President is subject of the disclosure). Following full disclosure of a possible conflict of interest or any condition listed above, the President (or Vice President) shall call a meeting of the Executive Committee to determine whether a conflict of interest exists. If the Executive Committee vote determines that a conflict of interest exists, the Executive Committee shall then vote to authorize or reject the transaction or take any other action deemed necessary to address the conflict and protect ACC Colorado’s best interests, including issuing a directive to the Volunteer Leader to take or refrain from some action. Both votes shall be by a majority vote without counting the vote of any interested Director. The Executive Committee shall notify the Volunteer Leader of the decision and any directives. If a Volunteer Leader fails to comply with a directive of the Executive Committee, or fails to disclose any existing or potential conflict of interest that reasonably should have been disclosed, the Executive Committee shall submit the matter to the full Board for consideration and determination of sanctions. Code of Conduct Violations Volunteer Leaders, who in good faith believe that an ACC Colorado activity, or the activity of a Volunteer Leader or member purportedly acting on behalf of ACC Colorado, does not meet any commitment or requirement under this Policy (“Misconduct”), should immediately report such Misconduct. Reports of Misconduct shall be made to the President (or other Officer if the President is subject of the report) of ACC Colorado and/or to ACC Global’s chapter staff at chapters@acc.com. If requested to do so, a reasonable effort will be made to protect the identity of the reporting Volunteer Leader or member. However, the reporting Volunteer Leader or member’s identity may have to be

disclosed to conduct a thorough investigation of the alleged Misconduct (including permitting any accused Volunteer Leader(s) to respond fully to the allegations) and to comply with the law. The Officer receiving the report shall call a meeting of the Executive Committee to deliberate and determine what actions should be taken (which may include without limitation determining the manner of review and investigation, and whether outside counsel and/or ACC Global should be engaged if not already). Any decisions of the Executive Committee made in relation to a report of Misconduct shall be by majority vote. If the Executive Committee determines that a Volunteer Leader has committed Misconduct, the Executive Committee may issue a written reprimand to, or censure of, the Volunteer Leader (combined with any probationary period, if desired) if determined to be a sufficient resolution to the matter and provided the Volunteer Leader has not previously been the subject of a report of Misconduct. If the Executive Committee determines that more serious sanctions are warranted under the circumstances, or if the Volunteer Leader has previously been the subject of a report of Misconduct, the matter must be submitted to the full Board for consideration and determination of sanctions. If a member of the Executive Committee is the subject of a report of Misconduct, such member shall not participate in the review and consideration of that report, and the President (or other acting Chair of the Executive Committee) shall appoint another member of the Board to participate in such review and consideration with voting authority. Reports of Misconduct shall be treated in a professional manner and shall be considered as strictly confidential to the Executive Committee, subject to any obligations under applicable law or this Policy. Sanctions Sanctions may include:

• Written reprimand to, or censure of, the Volunteer Leader (combined with any probationary period, if desired);

• Suspension of the Volunteer Leader from his or her role in ACC Colorado for a designated period of time (combined with any probationary period, if desired);

• Permanent expulsion of the Volunteer Leader from his or her Volunteer Leader role in ACC Colorado (which may, if applicable and in accordance with the bylaws, include removal from the Board);

• Any other sanction determined by the Board to be reasonable under the circumstances. If a Volunteer Leader resigns while the Board is reviewing the matter, the matter may be closed (subject to any reporting or other obligations required under law or by ACC Global). Affirmation and Disclosure On an annual basis, all persons to whom this Policy applies shall be provided with a copy of this Policy and required to complete and sign the acknowledgment and disclosure form below. All completed forms shall be provided to and reviewed by the ACC Colorado Executive Committee, as well as all other conflict information provided by Volunteer Leaders.

ACC COLORADO AFFIRMATION AND DISCLOSURE FORM

I have read the Code of Conduct and Ethics Policy (the “Policy”) for ACC Colorado set forth above and hereby

complete this affirmation:

I understand that, as a Volunteer Leader of ACC Colorado, I must always act in accordance with the Policy’s code

of conduct and must conduct my personal affairs in such a manner as to avoid any possible conflict of interest with

my duties and responsibilities as a Volunteer Leader. I agree to comply fully with the terms and conditions of this

Policy at all times during my service as an ACC Colorado Volunteer Leader.

I also understand that I am required to attest annually to my familiarity with ACC Colorado policies in this regard

and to provide information concerning any possible conflict of interest so that disclosure may, if necessary, be

made and appropriate steps taken.

I hereby affirm that I have not, to the best of my knowledge and belief, been in a position of possible conflict of

interest, except as indicated below. If at any time following the submission of this form I become aware of any

actual or possible conflict of interest, or if the information provided below becomes inaccurate or incomplete, I will

promptly notify the President of ACC Colorado in writing.

Disclosure of Actual or Potential Conflict of Interest:

________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________________________. Signature: _______________________________________________ Printed Name: _______________________________________________ Date: _____________________________________________

ACC Colorado Chapter Travel and Expense Reimbursement Policy

Adopted: December 6, 2018

I. Purpose The Board of Directors (the “Board”) of the ACC Colorado Chapter recognizes that members of the Board (“Directors”) may be required to travel or incur other expenses from time to time to conduct ACC Colorado Chapter business. The Board further recognizes that paid Chapter staff hired by the Board to assist with management activities (“Chapter Administrator”) may be asked by the Board to travel or incur other expenses from time to time to conduct ACC Colorado Chapter business. The purpose of this Travel and Expense Reimbursement Policy (the “Policy”) is to ensure that adequate cost controls are in place and travel and other expenditures are appropriate. It is the policy of the ACC Colorado Chapter to reimburse Directors and Chapter Administrators for preapproved travel and other expenses actually incurred and in accordance with this Policy. When incurring expenses, the ACC Colorado Chapter expects Directors and Chapter Administrators to:

• Exercise discretion and good business judgment with respect to those expenses and consistent with this Policy;

• Be cost conscious and spend the ACC Colorado Chapter’s money as carefully and judiciously as the individual would spend his or her own funds;

• Report expenses, supported by required documentation, as they were actually spent.

Under this Policy, the Board may, from time-to-time, agree to sponsor travel for one or more Directors or Chapter Administrators and/or to reimburse Directors or Chapter Administrators for approved expenses. This Policy provides instructions and guidelines for approval and subsequent reimbursement of travel-related expenses incurred while on Board-sponsored travel and for other expenses incurred in conducting the business of the ACC Colorado Chapter. Failure to comply with the guidelines set forth in this Policy may result in non-reimbursement of expense items. II. Scope This Policy applies to current Directors and/or Chapter Administrators who (i) travel on behalf of the Colorado chapter at the Board’s request (and who will be considered a Board-sponsored traveler (“Traveler”)) or (ii) incur other expenses approved by the Board to conduct ACC Colorado Chapter business. ACC Colorado members who are not on the Board of Directors, and other individuals who may accompany Directors and/or Chapter Administrators, are not governed by this policy and are not eligible for any expense reimbursement by ACC Colorado or the Board without prior approval of the Board by a majority vote.

2

III. Responsibility Each Director and/or Chapter Administrator is responsible for complying with these procedures in accordance with the Travel Guidelines set forth in Section IV and/or the Other Expense Guidelines set forth in Section V:

• Securing authorization before incurring travel expenses, including an estimated budget, if requested by the Board per trip. Authorization may be obtained from the President, or the President’s designee. Should the President need to obtain approval for travel, the President shall seek the authorization of both the President-Elect and the Treasurer. • Securing authorization before incurring other expenses to be incurred in conducting the business of the ACC Colorado Chapter, as set forth in Section V below. • Adhering to the guidelines set forth in this policy and exercising good judgment when booking and incurring travel and other expenses (e.g., only seeking reimbursement of expenses that have a defined ACC Colorado business purpose and are reasonable in type and amount under the circumstances). • Promptly and accurately reporting travel and other expenses, including detailed receipts per line item. • Correctly itemizing hotel expenses to exclude non-reimbursable charges. • Submitting the receipts as applicable to the Board for approval.

The individual approving of an expense reimbursement request by a Director and/or Chapter Administrator is responsible for:

• Reviewing and approving travel and other expense claims in a timely manner and in accordance with these guidelines. • Ensuring that expenses are justified and are a result of authorized ACC Colorado business. • Reviewing and separately approving any request for out-of-policy expense claims. • Communicating his/her approval of an expenditure to the Chapter Administrator and/or Treasurer in support of the reimbursement request.

IV. Travel Guidelines A. Advance Approval For Travel Arrangements And Related Services Directors and/or Chapter Administrators seeking ACC Colorado sponsorship for travel (“Travelers”) must first submit a written proposal, including estimated expenses, to the President for approval. The proposal should specify all types of charges and estimates for which the Traveler will seek reimbursement. B. Use Of Standard Carriers Standard carriers should be used for all ACC Colorado sponsored travel. Travelers should book coach fares and hotels at conference or per diem rates. Upgrade expenses shall not be reimbursable. Travelers may personally accrue and redeem airline miles, hotel, and car rental loyalty points for services consumed in the course of business travel. However, Travelers may

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not make travel decisions based on accumulated mileage awards if there is an additional cost to ACC Colorado. C. Transportation/Ticket Types 1. Air Transportation If there is no incremental cost to ACC Colorado, Travelers may use personal mileage benefits to upgrade reservations directly with the supplier after ticketing. Travelers shall NOT request higher coach fares to qualify for an upgrade or stretch seating. Use of personal miles for business travel is not reimbursable. Credits from unused airline tickets/e-tickets (refunds, voids, exchanges) must be returned to the Board. Airline tickets have a monetary value and shall be treated as such. Travelers shall not personally benefit from any unused airline tickets. Non-commercial aircraft may not be used for any portion of Board-sponsored travel, nor are any charges or fees from such travel reimbursable under this Policy. The Board will not reimburse for lost or delayed baggage. The ultimate responsibility for retrieving and compensating lost/delayed baggage lies with the airlines. ACC Colorado will not reimburse Travelers for personal items lost/delayed while traveling on Board-sponsored business. Excess baggage fees are not normally reimbursable by the Board. Travelers may be reimbursed for excess baggage charges only in the following circumstances:

• When traveling with heavy or bulky materials or equipment needed for ACC business. • The excess baggage consists of ACC Colorado records or property.

2. Ground Transportation Travelers traveling on Board-sponsored trips should consider ground transportation options carefully before renting a car. Public transportation, shuttle services (i.e. Super-Shuttle), taxis, airport or hotel shuttles, or other car-share services often offer greater convenience and lower total cost in metropolitan areas. Rental Cars: Travelers must provide their own insurance for rental cars. ACC Colorado will not accept liability for any damage associated with Traveler use of rental cars. Travelers are expected to reserve the most economical car size to safely accommodate the number of expected passengers; mid- to full-size vehicles should be selected in most cases. ACC Colorado does not reimburse for luxury or sports car rentals. All taxes, fuel charges and tolls for use of the rental car are reimbursable. Traffic/Parking offenses or violations are not reimbursable. D. Lodging If hotel accommodations are approved in advance by the Board as part of the travel proposal,

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Travelers are expected to book standard/corporate room accommodations and should not reserve rooms at luxury hotel chains. Additional fees for upgraded rooms and/or suites are not reimbursable. ACC conference hotels at conference rates are reimbursable. If travel plans change, it is the Traveler’s responsibility to cancel reservations and secure a cancellation number before the hotel deadline to avoid penalties. ACC Colorado does not reimburse or provide a stipend if staying with family or friends in lieu of a hotel while traveling on business. E. Medical And Other Emergencies While Traveling Travelers must carry and rely on their own medical insurance other personal insurance for emergencies during travel sponsored by ACC Colorado. F. Non-Reimbursable Items The following are examples of expense items that are not reimbursable by ACC Colorado:

• Meals and entertainment are the responsibility of the Board member and are not reimbursable unless the Board gives prior approval for such expenses (e.g., Chapter hosting a social event at an Annual Meeting, Chapter dinner, etc.).

• ACC Colorado will not approve per diem expenses for travel. Expense SHOULD BE per diem—not in excess

• All phone calls, telecommunications charges, and similar charges. Internet access is standard reimbursable expense and should be so here.

• Hotel movie charges. • Loss or theft of personal property. • Fines for traffic or parking violations. • Personal travel insurance. • Credit card annual fees. • Past-due/delinquency charges or late payment fees on credit card. • Membership fees for airline, hotel, auto club, airline club access, etc.. • Airline upgrades, premium/advanced seating and any fee from an airline not associ- ated

with checked bag fee. • Expenses incurred at home as a result of business travel (e.g., child care, pet sitting, lawn

care, snow removal, or house sitting). • Personal travel items (e.g., luggage, luggage carts, and clothing). • Toiletries (e.g., shampoo, toothpaste, detergent, soap).

V. Other Expense Guidelines

A. Advance Approval

The following approval authority requirements apply for reimbursable expense items. Directors and/or Chapter Administrators seeking reimbursement of non-travel related expenses incurred in conducting the business of the ACC Colorado Chapter must obtain proper approval prior to

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incurring the expense. Expense items incurred in conducting work of a Committee are subject to the prior approval as further described in Section B below. Expense items included as a line item expense in that year’s Board-approved budget, or expense items encompassed within a general category line item expense in that year’s Board-approved budget, are considered already approved. In any event, expenditures must be reasonable in type and amount (for example, an authorized membership recruitment activity may include taking a prospect for coffee (under $10) or lunch (under $25)). The non-reimbursable items listed in Section IV.F. above apply to non-travel related expenses as well. In addition to the requirement that an expense item be approved, the individual incurring the expense at the time must be authorized to incur such approved expense.

B. Committee Expenditures

All reimbursement requests by members of (or otherwise on behalf of) a Committee must be approved by the Chair of the Committee, and only Committee Chairs may request reimbursement of expenses incurred by members of (or on behalf of) that Committee. These include Functional Committees (i.e., practice groups), except that if the Chair of such a Functional Committee is not a Director, then all reimbursement requests by members of (or otherwise on behalf of) that Functional Committee must be approved by the VP of Practice Groups, and in such event, only the VP of Practice Groups may request reimbursement of expenses incurred by members of (or on behalf of) that Functional Committee. In addition to the requirement that an expense item be approved as set forth in this Policy, the individual incurring the expense at the time must be authorized by the Committee Chair to incur such approved expense.

VI. Expense Reimbursement Guidelines

A. Funding And Reimbursement Of Expenses All types of travel expenses for which a Traveler seeks reimbursement must have been preapproved by the President or the Board and shown on the written proposal which was submitted in advance of travel. Directors and/or Chapter Administrators seeking reimbursement of other expenditures incurred from time to time to conduct ACC Colorado Chapter business must have prior approval that complies with this Policy. The ACC Colorado Chapter shall have no obligation to reimburse for any expenses that were incurred in violation of this Policy, the Bylaws and/or the ACC Colorado Chapter financial policies (including by way of example an obligation that would otherwise require the signatures of the President and/or Treasurer). Generally, any expenses for which a Director and/or Chapter Administrator seeks reimbursement should be included, specifically or as part of a more general budget item, in the Board-approved ACC Colorado Chapter budget for that fiscal year. Any expense not already budgeted must be approved as set forth in Section IV or Section V above. Even for budget-approved expenditure items, a Director and/or Chapter Administrator must be authorized to incur the approved expense at the time. B. Receipt Requirements Receipts are required for all travel and other expenses for which a Director and/or Chapter

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Administrator seeks reimbursement from ACC Colorado. Airfare passenger electronic receipt or invoice is required for all airfare. Hotel folios must be adjusted to remove non-reimbursable expenses. VII. Amendment This Policy may be amended by majority vote of the Board.

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ACC Colorado Chapter Policy on Board-Sponsored Travel

Under this Policy on Board-Sponsored Travel (“Policy”), the ACC Colorado Chapter may, from time-to-time, agree to sponsor travel for one or more members of the ACC Colorado Chapter and its Board of Directors (the “Board”). This travel and expense policy provides instructions and guidelines for approval and subsequent reimbursement of travel-related expenses incurred while on Board-sponsored travel. Failure to comply with the guidelines set forth in this policy may result in non-reimbursement of expense items. I. SCOPE This Policy applies to ACC Colorado members and Directors of the Board who travel on behalf of the Colorado chapter at the Board’s request, and will be considered a Board-sponsored Trav-eler (Traveler). ACC Colorado members who are not on the Board of Directors, and other non-Board members who may accompany Board members, are not governed by this policy and are not eligible for any expense reimbursement by ACC Colorado or the Board. II. RESPONSIBILITY

Each Traveler is responsible for complying with these procedures in accordance with the Travel Guidelines set forth in Section III:

• Securing authorization before incurring travel expenses, including an estimated budget, if requested by the Board per trip. Authorization may be obtained from the Board’s Presi-dent, or the President’s designee. Should the Board President need to obtain approval for travel, the President shall seek the authorization of the President-Elect.

• Adhering to the guidelines set forth in this policy and exercising good judgment when booking and incurring travel expenses.

• Promptly and accurately reporting travel expenses, including detailed receipts per line item.

• Correctly itemizing hotel expenses to exclude non-reimbursable charges. • Submitting the receipts as applicable to the Board for approval.

The Reviewer is responsible for:

• Reviewing and approving travel expense claims in a timely manner and in accordance with these guidelines.

• Ensuring that expenses are justified and are a result of authorized ACC Colorado busi-ness.

• Reviewing and separately approving any request for out-of-policy expense claims.

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III. TRAVEL GUIDELINES

A. ADVANCE APPROVAL FOR TRAVEL ARRANGEMENTS AND RELATED

SERVICES

Board members seeking ACC Colorado sponsorship for travel must first submit a written pro-posal, including estimated expenses (if requested by the Board), to the Board President for ap-proval. The proposal should specify all types of charges and estimates for which the traveling Board member will seek reimbursement.

B. USE OF STANDARD CARRIERS

Standard carriers should be used for all ACC Colorado sponsored travel. Board members should book coach fares and hotels at conference or per diem rates. Upgrade expenses shall not be reim-bursable. Board members may personally accrue and redeem airline miles, hotel, and car rental loyalty points for services consumed in the course of business travel. However, Board members may not make travel decisions based on accumulated mileage awards if there is an additional cost to ACC Colorado. IV. TRANSPORTATION/TICKET TYPES

A. Air Transportation

1. If there is no incremental cost to ACC Colorado, Board members may use personal mile-

age benefits to upgrade reservations directly with the supplier after ticketing. Board members shall NOT request higher coach fares to qualify for an upgrade or stretch seat-ing. Use of personal miles for business travel is not reimbursable.

2. Credits from unused airline tickets/e-tickets (refunds, voids, exchanges) must be returned

to the Board. Airline tickets have a monetary value and shall be treated as such. Board members shall not personally benefit from any unused airline tickets.

3. Non-commercial aircraft may not be used for any portion of Board-sponsored travel, nor

are any charges or fees from such travel reimbursable under this Policy.

4. The Board will not reimburse for lost or delayed baggage. The ultimate responsibility for retrieving and compensating lost/delayed baggage lies with the airlines. ACC Colorado will not reimburse Board members for personal items lost/delayed while traveling on Board-sponsored business.

5. Excess baggage fees are not normally reimbursable by the Board. Board members may

be reimbursed for excess baggage charges only in the following circumstances: • When traveling with heavy or bulky materials or equipment needed for ACC business. • The excess baggage consists of ACC Colorado records or property.

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B. Ground Transportation

1. Board members traveling on Board-sponsored trips should consider ground transportation

options carefully before renting a car. Public transportation, shuttle services (i.e. Super-Shuttle), taxis, airport or hotel shuttles often offer greater convenience and lower total cost in metropolitan areas.

2. Rental Cars: Board members must provide their own insurance for rental cars. ACC

Colorado will not accept liability for any damage associated with Board member use of rental cars. Board members are expected to reserve the most economical car size to safely accommodate the number of expected passengers; mid- to full-size vehicles should be selected in most cases. ACC Colorado does not reimburse for luxury or sports car rentals. All taxes, fuel charges and tolls for use of the rental car are reimbursable. Traf-fic/Parking offenses or violations are not reimbursable.

V. LODGING

1. If hotel accommodations are approved in advance by the Board as part of the travel pro-

posal, Board members are expected to book standard/corporate room accommodations and should not reserve rooms at luxury hotel chains. Additional fees for upgraded rooms and/or suites are not reimbursable. ACC conference hotels at conference rates are reim-bursable.

2. If travel plans change, it is the traveling Board member's responsibility to cancel reserva-

tions and secure a cancellation number before the hotel deadline to avoid penalties.

3. ACC Colorado does not reimburse or provide a stipend if staying with family or friends in lieu of a hotel while traveling on business.

VI. MEDICAL AND OTHER EMERGENCIES WHILE TRAVELING

Board members must carry and rely on their own medical insurance other personal insurance for emergencies during travel sponsored by ACC Colorado. VII. EXPENSE REIMBURSEMENT GUIDELINES

A. FUNDING AND REIMBURSEMENT OF EXPENSES

When requested in advance, all types of travel expenses for which a member seeks reimburse-ment must have been preapproved by the Board President and shown on the written proposal which was submitted in advance of travel.

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B. RECEIPT REQUIREMENTS

1. Receipts are required for all travel expenses for which a member seeks reimburse-ment from ACC Colorado.

2. Airfare passenger electronic receipt or invoice is required for all airfare. 3. Hotel folios must be adjusted to remove non-reimbursable expenses.

C. NON-REIMBURSABLE ITEMS

The following are examples of expense items that are not reimbursable by ACC Colorado:

1. Entertainment is the responsibility of the Board member and are not reimbursable unless the Board gives prior approval for such expenses (e.g., Chapter hosting a social event at an Annual Meeting, Chapter dinner, etc.).

2. ACC Colorado will not approve per diem expenses for travel. Expense SHOULD BE per diem—not in excess

3. All phone calls, telecommunications charges, and similar charges. Internet access is standard reimbursable expense and should be so here.

4. Hotel movie charges. 5. Loss or theft of personal property. 6. Fines for traffic or parking violations. 7. Personal travel insurance. 8. Credit card annual fees. 9. Past-due/delinquency charges or late payment fees on credit card. 10. Membership fees for airline, hotel, auto club, airline club access, etc.. 11. Airline upgrades, premium/advanced seating and any fee from an airline not associ-

ated with checked bag fee. 12. Expenses incurred at home as a result of business travel (e.g., child care, pet sitting,

lawn care, snow removal, or house sitting). 13. Personal travel items (e.g., luggage, luggage carts, and clothing). 14. Toiletries (e.g., shampoo, toothpaste, detergent, soap).

ACC COLORADO CHAPTER

BOARD OF DIRECTORS CONFLICT OF INTEREST POLICY AND DISCLOSURE FORM

In their capacity as directors, the members of the Board of Directors (the “Board”) of the Association of Corporate Counsel, Colorado Chapter (ACC Colorado) must act at all times in the best interests of ACC Colorado. The purpose of this policy is to help inform the Board about what constitutes a conflict of interest, assist the Board in identifying and disclosing actual and potential conflicts, and help ensure the avoidance of conflicts of interest where necessary. This policy shall be applicable to individual Board members as described below.

CONFLICT OF INTEREST POLICY

1. Board members have a fiduciary duty to conduct themselves without conflict to the interests of ACC Colorado. In their capacity as Board members, they must subordinate personal, individual business, third-party, and other interests to the welfare and best interests of ACC Colorado.

2. A conflict of interest is a transaction or relationship which presents or may present a conflict between a Board member’s obligations to ACC Colorado and the Board member’s personal, business or other interests.

3. All conflicts of interest are not necessarily prohibited or harmful to ACC Colorado. However, full disclosure of all actual and potential conflicts, and a determination by the disinterested Board members – with the conflicted Board member(s) recused from participating in debates and voting on the matter – are required.

4. All actual and potential conflicts of interests shall be disclosed by Board members to the ACC Colorado Officers through the annual disclosure form and/or whenever a conflict arises. The disinterested Officers of ACC Colorado shall make a determination as to whether a conflict exists and what subsequent action is appropriate (if any). The ACC Colorado Officers shall inform the Board of such determination and action. The Board shall retain the right to modify or reverse such determination and action, and shall retain the ultimate enforcement authority with respect to the interpretation and application of this policy.

5. On an annual basis, all Board members shall be provided with a copy of this policy and required to complete and sign the acknowledgment and disclosure form below. All completed forms shall be provided to and reviewed by the ACC Colorado Officers, as well as all other conflict information provided by Board members. Completed forms shall be maintained for a period of three years by the Management Company on behalf of ACC Colorado.

ACKNOWLEDGMENT AND DISCLOSURE FORM

I have read the ACC Colorado Conflict of Interest Policy set forth above and agree to comply fully with its terms and conditions at all times during my service as a ACC Colorado Board member. If at any time following the submission of this form I become aware of any actual or potential conflicts of interest, or if the information provided below becomes inaccurate or incomplete, I will promptly notify the ACC Colorado President in writing.

Disclosure of Actual or Potential Conflicts of Interest:

Date:

Board Member Signature:

Board Member Printed Name: