94- 457 C.M.R. ch. 1, § 6

Current through 2024-51, December 18, 2024

Section 457-1-6 - CODE OF ETHICS

The members of the Authority recognize that either the existence or the perception of a Conflict of Interest can be harmful. Therefore, the members of the Finance Authority of Maine, adopt this Code of Ethics regarding Conflict of Interest.

A.Ineligible for any direct loan

Any member of the Board or employee of the Authority and/or such person's spouse, children, parents, brothers and sisters, the spouse's children, parents, brothers and sisters, and anyone sharing a household with a Board member or employee (collectively "immediate relations").

Any firm, partnership, corporation or other entity, including a sole proprietorship, if either a member of the board or employee of the Authority is materially involved in management

Any firm, partnership, corporation or other entity, including a sole proprietorship, 10% or more of which is owned in the aggregate by a board member or employee and/or such person's immediate relations.

B.Ineligible for any other benefits from the Authority

Any member of the Board or employee of the Authority and/or such person's immediate relations except for those benefits attributable to status as a Board member or employee or relative thereof

Any firm, partnership, corporation or other entity, including a sole proprietorship (other than a financial institution seeking insurance for a loan or loans it desires to make), if either a member of the board or employee of the Authority is materially involved in management

Any firm, partnership, corporation or other entity, including a sole proprietorship, 10% or more of which is owned in the aggregate by a board member or employee and/or such person's immediate relations

C. A member or employee shall abstain in all aspects and respects and avoid contact with any other member and any other employee regarding any matter involving, any person, firm, partnership, corporation or other entity, including a sole proprietorship, which is either an applicant or a borrower or participating coordinate lender if:

the member or employee is (i) an officer, director, attorney, accountant or other representative of such applicant or borrower or participating coordinate lender; (ii) a vendor, competitor or vendee of any such applicant, borrower, or participating coordinate lender, to any significant degree; or (iii) such person is the member or employee or such person's immediate relations, or is a firm, partnership, corporation or other entity, including a sole proprietorship 2% of more of which is owned in the aggregate by, the member or employee and/or such person's immediate relations.

Any degree of involvement must be disclosed in writing to, and whether such is significant or not is to be determined by, the Chief Executive Officer in consultation with the Office of General Counsel of the Authority, subject to appeal.

D. Subsections A and B of this Section 6 notwithstanding, this Rule shall not impair any member, employee, or relative thereof from being eligible for benefits under any and all Federal and State Educational Financial Assistance Programs operated by the Authority under Title 20-A M.R.S.A or from being eligible (in his or her individual capacity or as the holder of an interest in a separate legal entity) for benefits (as an investor only, and not as the subject business) under the Maine Seed Capital Tax Credit program administered by the Authority under 10 MRSA §1100-T, provided, however, that in each such case, subsection C of this Section 6 shall apply, and provided further that in the event that the applicant is the Chief Executive Officer or one of his or her immediate relations or an entity 2% of which is owned in the aggregate by such persons, the benefits shall not be approved except by the members, and if the applicant is a member or one of member's immediate relations or an entity 2% or more of which is owned by such persons, the benefits shall not be approved unless eligibility is determined by an independent party chosen or approved by a majority of the disinterested members and that independent party's finding is approved by a majority of the disinterested members at a regular or special meeting of the members at which the action is scheduled and properly noticed to be heard.

E. Any benefits extended as of the effective date of this Rule may be renewed without violating this Rule.

F. Any interpretation of this Code of Ethics, including whether participation in any particular program in which the Authority plays any significant role constitutes a "benefit," whether a degree of involvement is "significant" or material, or whether an interest is "direct" or "indirect" shall be made by the Chief Executive Officer in consultation with the Office of General Counsel of the Authority and be subject to appeal to the members, as shall be the application of this Code with regard to an employee of the Authority. It will take the affirmative vote of at least two-thirds (2/3) of the members present and voting, but not less than five (5) members, to overrule a ruling by the Chief Executive Officer in consultation with the Office of General Counsel or to waive the application of this Code with regard to an employee of the Authority.

G. Each and every contact by any Member of the Board or employee of the Authority who has a Conflict of Interest as defined above shall be reported to the Office of General Counsel by the member or employee of the Authority who is contacted. The report of contact shall be made to the Office of General Counsel and a list of any such contacts shall be provided to the Members of the Board. The Board shall thereupon take such action as it shall deem appropriate.

H. A Conflict of Interest will remain a conflict for one year following the termination of the relationship which caused the conflict.

H-1.A member of the Board or an employee may not knowingly accept any gift, compensation or service from any person or organization:

(i)with whom FAME currently does business;

(ii)with whom FAME has done business in the past twelve months; or

(iii)that is known to be considering or attempting to do business with FAME in the future (collectively, "Prohibited Gifts").

Prohibited Gifts include the waiver or withholding of any charge or penalty and also includes gifts, services, compensation or waivers given to members of the Board member's or employee's immediate family or household and gifts, services, compensations or waivers which may be given to anyone on behalf of the Board member or employee.

For the purposes of this Gift Policy, "Prohibited Gifts" shall not include:

(1)gifts, compensation or services, or waivers of charges or penalties, which, collectively with any other gifts, compensation, service or waivers received directly or indirectly from the same source within the prior twelve month period, have a fair value of less than $25 ("De Minimis Gifts");

(2)reasonable payments for services rendered by the Board member or the employee to the person or organization in a capacity unrelated to their Board service or FAME employment ("Permitted Compensation");

(3)reasonable services provided by the person or organization in exchange for payment by the Board member or employee ("Permitted Services"); or

(4)reasonable and customary gifts (other than De Minimis Gifts) provided to the Board member or the employee in connection with such member or employee's relationship to the person or organization in a capacity clearly unrelated to their Board service or FAME employment ("Permitted Gifts").

The fact that compensation, services or gifts may be considered De Minimis Gifts, Permitted Compensation, Permitted Services or Permitted Gifts, shall not:

(A)permit the payer, provider or donor to receive loans or other FAME benefits when otherwise proscribed under this Code of Ethics; nor

(B)eliminate a conflict of interest or requirement for abstention of a Board member or FAME employee when otherwise defined or required under this Code of Ethics. In the event that a Board member or FAME employee accepts a Permitted Gift, Permitted Compensation, or Permitted Service, they shall provide prompt notice to the Chief Executive Officer, if it has not been previously disclosed.

Members of the Board and employees should be sensitive to the appearance of impropriety in accepting any gift, service or compensation of any value, including the purchase of meals.

No gift, service or compensation, even if otherwise considered a De Minimis Gift, Permitted Compensation, Permitted Service or Permitted Gift, may be accepted if the intent is to influence decision-making. Members of the Board and employees should use prudent judgment when evaluating the purpose of gift-giving and the acceptance of any gift, even a token item of minimal value.

I. Members of the board shall read and sign this Code of Ethics each year on or before the first meeting of members following the annual meeting of the Authority and each new member of the board and each new employee of the Authority shall read and sign this Code of Ethics.

94- 457 C.M.R. ch. 1, § 6