B....W. Front St., Boise ID 83702, the Board of Directors of the Greater Boise Auditorium District met in regular session in room 200 of Boise Centre West, 850 W. Front St., Boise

GREATER BOISE AUDITORIUM DISTRICT

REGULAR BOARD MEETING

OF THE

BOARD OF DIRECTORS

AGENDA

August 20, 2019

BOISE CENTRE WEST

Room 200 @ 2:00 p.m.

I. Call to Order

II. Roll Call

III. Changes or Additions to the Agenda

IV. Agenda:

A. Chairman’s Remarks – Kristin Muchow

B. Approval of Minutes –

i. Regular Minutes July 18, 2019

C. Executive Director’s Report – Pat Rice

Action Item

Action Item

Action Item

V. Other Business:

A. Approve: Mike Stoddard

a. Conflict of Interest Policy

b. Code of Ethics Policy

c. Board Disclosure and Code of

Ethics Policy

B. Executive Session pursuant to Idaho Code

74-206 (1)(c) To acquire an interest in real

property which is not owned by a public

agency.

VI. Adjournment

Action Item

Action Item

Page 1 of 4

MINUTES OF A

REGULAR MEETING OF

DIRECTORS OF GREATER BOISE AUDITORIUM DISTRICT HELD IN ADA COUNTY

July 18, 2019

Pursuant to a call by the Chairman and notice of the meetings having been duly posted at 850 W. Front St., Boise ID 83702, the Board of Directors of the Greater Boise Auditorium District met in regular session in room 200 of Boise Centre West, 850 W. Front St., Boise ID 83702, at 2:00 p.m. on July 18, 2019. Board Present Others Present

Jim Walker, Chairman Debbie Lombard-Bloom

Kristin Muchow, Vice Chairman Kevin Martin, CCDC

Peter Oliver, Director Terry Copple, Davison, Copple, Copple & Copple

Hy Kloc, Director Don Day, Boise Dev

Board Absent Lindsay Atkinson, SMART Boise

Jody Olson, Secretary Margaret Carmel, Idaho Press

Others Present Hayley Harding, Idaho Statesman

Pat Rice, Executive Director Christian Anderson, Zions Bank

Anne Marie Downen, Boise Centre Faisal Shah, AppDetex

Mike Stoddard, Hawley Troxell Leila Stocks, AppDetex

Pam Carpenter, Boise Centre Bre Brush, Boise Chamber

Mary-Michael Rodgers, Boise Center Carrie Westergard, Boise CVB

Ali Ribordy, Boise Centre Joshua Leonard, Clark Wardle LLP

Kay Dillon, Boise Centre Geoff Wardle, Clark Wardle LLP

Bill Ilett, CBT

Matt Edmond, CCDC

Page 2 of 4

I. Call to Order Ms. Muchow called the meeting to order at 2:00 p.m.

II. Roll Call Ms. Carpenter took attendance by roll call. Ms. Muchow – present Mr. Walker – present Mr. Kloc – present Mr. Oliver – present Mr. Olson - absent

III. Changes or Additions to the Agenda There were no changes or additions.

IV. Agenda A. Chairman’s Remarks – Kristin Muchow

Ms. Muchow thanked everyone for attending and reminded the audience that there are no opportunities for public comment at this time. If there are opportunities for public comment in the future, advance notice will be given. Ms. Muchow recognized Cody Lund and staff at the Boise Centre for the great job presenting the Boise Centre 101 training for vendors. The Boise Centre did a fantastic job hosting the FAM Trip Dinner for people interested in doing business in Boise.

B. Approval of Board Minutes A motion was made by Mr. Kloc to accept the Regular Board Meeting Minutes of June 24, 2019. Mr. Walker seconded the motion. The motion was approved unanimously. Timestamped 2:05 p.m.

C. Executive Director’s Report – Pat Rice Mr. Rice provided a summary of current events and Boise Centre updates. Mr. Rice reported the June 2019 District and Centre performance by PowerPoint presentation.

A motion was made by Mr. Walker to accept the June 2019 Executive Director’s Report as presented. Mr. Oliver seconded the motion. The motion was approved unanimously. Timestamped 2:24 p.m.

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V. Other Business:

A. Discussion – Mike Stoddard, Hawley Troxell Mr. Stoddard provided information and handouts regarding the potential to adopt a formal Ethics and Conflict of Interest policy for the District Board members. Ms. Muchow asked if any of the directors have comments or questions to reach out to Mr. Stoddard directly and the policy will be brought to the August Board meeting for comments and possible action. Timestamped 2:26 p.m.

B. Boise Sports Park Update – Geoff Wardle Mr. Wardle, Counsel for Greenstone Properties and Agon Sports gave an update on the status of the Boise Sports Park and the potential participation with the Boise Centre. Mr. Wardle has requested approval to begin discussions with the Board of Directors. Mr. Walker moved to begin discussions with Mr. Wardle and Greenstone properties regarding the potential participation between the Boise Centre and the Boise Sports Park. Mr. Kloc seconded the motion. The motion was unanimously approved. Timestamped 2:30 p.m.

C. Executive Session – Pat Rice

Mr. Walker moved to enter in to Executive Session Pursuant to Idaho Code Section 74-206 (1)(c) To acquire an interest in real property which is not owned by a public agency and to do so by roll call vote. Mr. Kloc seconded the motion. The motion to enter in to executive session pursuant to Idaho Code Section 74-206 (1)(c) was unanimously approved. Ms. Muchow stated to do so by roll call vote: Ms. Carpenter called roll: Ms. Muchow, Aye Mr. Walker, Aye Mr. Oliver, Aye Mr. Kloc, Aye Mr. Olson, Absent

The Board entered executive session at Timestamped 2:31 p.m.

Mr. Kloc moved to leave Executive Session. Mr. Walker seconded the motion. The motion to adjourn Executive Session was unanimously approved. Timestamped 3:30 p.m. Future Project Development – Kristin Muchow Ms. Muchow stated that in order to do our due diligence regarding the potential participation in the Boise Sports Park as well as any other potential projects as appropriate,

Page 4 of 4

it is requested to form a committee to do the research for said projects and to appoint legal counsel Mike Stoddard, Executive Director Pat Rice, Treasurer Anne Marie Downen and myself Kristin Muchow as Board Chair. Mr. Walker moved to formally create a committee for project due diligence and research. The committee members will consist of Mike Stoddard, Pat Rice, Anne Marie Downen and Kristin Muchow. Mr. Oliver seconded the motion. The motion was unanimously approved. Timestamped 3:32 p.m.

VI. Adjournment There being no further business to come before the Board, Mr. Walker made a motion to adjourn. Mr. Kloc seconded the motion. The motion to adjourn was unanimously approved.

Meeting was adjourned at 3:33 p.m.

__________________________________ _________________________________ Kristin Muchow, Chairman Jim Walker, Vice Chairman __________________________________ _________________________________ Hy Kloc, Director Peter Oliver, Director __________________________________ Jody B. Olson, Secretary Note: the following materials will be attached to and provided with these minutes: Meeting material for August 20, 2019:

• Regular Board Meeting Minutes July 18, 2019 • Executive Director Report July 2019

1

GREATER BOISE AUDITORIUM DISTRICT REGULAR BOARD MEETING

OF THE BOARD OF DIRECTORS

AGENDA

August 20, 2019

BOISE CENTRE WEST Room 200 @ 2:00 p.m.

I. Call to Order

II. Roll Call

III. Changes or Additions to the Agenda

IV. Agenda:

A. Chairman’s Remarks – Kristin Muchow B. Approval of Minutes –

i. Regular Minutes July 18, 2019 C. Executive Director’s Report – Pat Rice

Action Item

Action Item Action Item

V. Other Business:

A. Approve: Mike Stoddard a. Conflict of Interest Policy b. Code of Ethics Policy c. Board Disclosure and Code of

Ethics Policy

B. Executive Session pursuant to Idaho Code 74-206 (1)(c) To acquire an interest in real property which is not owned by a public agency.

VI. Adjournment

Action Item

Action Item

EXECUTIVE DIRECTORREPORTJULY 2019

ACTIVITIESGOALS

FINANCIALSERVICE QUALITY

FACILITY UTILIZATIONECONOMIC IMPACT

2

Door replacement project and 100/200 hallway renovations under way. Front steps completed.

Budget draft one review last week in August; approval needed at the October board meeting.

I will be out of the office August 26-30 due to medical.

Work continues on proposed new art project for East.

Attending IMEX with Sales Team and CVB September 9-13.

ACTIVITIES

3

GOALS

4

Fiscal Management: Boise Centre Subsidy*

Service Quality

Cash Position*Budgeted transfers are made as cash is needed.

in 000's Actual-YTD Goal-FYE % Controllable (P&L and CapX) 915$ 4,777$ 19%Fixed (Fees) 184$ 288$ 64%Fixed (Lease Payments) 1,101$ 1,722$ 64%Total 2,200$ 6,843$ 32%

Dollars (in 000's) Actual Budget Variance Projected FYE %Cash 23,210$ 21$ 23,190$ 21,288$ 109%Restricted Funds (250)$ Priorities *Health & Safety of guests/employeesStabilization Fund (6,000)$ *Economic Impact

*ReputationCash to Invest 16,960$ *Subsidy

Actual-YTD Goal-FYE % Guest Satisfaction Score 4.88 4.80 102%

GOALS (CONTINUED)

5

Economic Impact

Facility Utilization: Events and Event DaysActual-YTD Goal-FYE %

Events: Local 168 340 49%Events: Convention 40 60 67%Events: Total 208 400 52%

Events: Days 318 636 50% Event Days

Number of Events

Actual-YTD Goal-FYE* % Dollars (in 000's) 14,010$ 29,000$ 48%

Attendance: Out of Town 12,227 30,000 41%Attendance: Local 75,561 170,000 44%Attendance:Total 87,788 200,000 44%

* The event, Festival of Trees, typically occurs in November, and this year, its last day is in December. As a result, the estimated attendance of 35,000 and the estimated economic impact of $3.2 million will be reflected in the next fiscal year

Attendance by Locality

FINANCIAL

6

Year to date, District and Boise Centre revenues exceed budget with control of expenses, despite rising food costs, resulting in losses lower than budget• Combined losses (revenues in excess of expenses) almost $0.9 million < budget due to

increased revenues and cost controls

• District: Tax revenues > budget by 4.4% and expenses < budget due to lower project expenses

• Boise Centre: YTD revenues over budget by $133K or 3%, gross margin > budget by 11%, general expenses < budget by 10% , losses < budget by 13%

*Expenses include $2.3 million in depreciation, amortization and interest

Revenue and Expense* (000’s)

Boise Centre District Combined

Revenues 4,991$ 5,292$ 10,284$ Expenses 8,701$ 97$ 8,799$ Revenues>Expenses (3,710)$ 5,195$ 1,485$ Budget (4,239)$ 4,790$ 551$ Variance 529$ 405$ 934$

July 31 Unaudited - 8 monthsUnaudited

7

Historical record month for room tax of $912K continues trend for the year. July > budget by $47K, > prior year by $97K and YTD > budget by $211K

Auditorium District Tax (in 000’s)

2019 Budget: $7,392,9602019 Forecast: $7,222,425Variance: ($ 170,535)

Boise Centre Revenues

8

The month of July is $226K < budget, and same as prior year despite the loss of the Wizard World event with $70K in revenue.

YTD revenues are $349K > prior year and $133K over budget.

Forecast increased by $259Kin July, and it is highly likely that revenues for 2019 will meet or exceed budget

9

FACILITY UTILIZATION

10

June 2017 up due to CSTE

July 2018: Comic Con; July 2017: 3 conventions and opening celebration; July 2016 demolished Summit and added ballroom

Square Foot Usage by Month**

December 2018 6 fewer events and 14 fewer event days

Target Range*

**340 days (excludes federal holidays, the weeks of Christmas and 4th of July.)Dec 2016: Summit was closed for redesign for Junior ballroom

Actual Square Footage

* Source: 50%-70% based on CSL Feasibility Study, Dec 2017

Utilization was lower due to loss of Wizard World and fewer conventions, resulting in lower attendance.

Aug 2018: Fly Fishers Int’l

2017 IAHDConference on rotation, not here in 2018

11

Boise Centre Conventions in Pipeline

Convention Contracts Sent in 2019Goal 60Confirmed 4676% of goal

ConventionPipeline

4

Increase in confirmed

conventions by 4

ECONOMIC IMPACT

12

13

Non-Local AttendanceFY Cumulative

Goal: 25,000

No out of town attendees in December due to all local events

Non-local attendance has dipped below 2018 attendance due to fewer conventions in June.

14

Local AttendanceFY Cumulative

Goal: 170,000

2019 attendance is forecasting lower than 2018 due to:• Higher number of trade shows in 2019• 15% lower attendance for Flower and

Garden Show• 50% decrease for Bronco Athletics

Fundraiser due to Easter weekend. • Loss of Wizard World with 4,000

attendees• The Festival of Trees will skip FYE

2019, due to timing of Thanksgiving, with estimated attendees of 35,000 and economic impact of $3.5 million

Forecast: 95,508

Festival of Trees with 35,000 estimated attendees will report in FY 2020

15

Economic Impact in Dollars FY Cumulative – 5% increase YTD

CSTE

Goal: 29,000,000

The economic impact of the Festival of Trees will report in December 2019, estimated at $3.2 million, while budgeted in November 2019

16

Thank you!

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05125.0020.11992532.2


BOARD MEMBER’S DISCLOSURE OF INTERESTS AND STATEMENT OF COMPLIANCE WITH CODE OF ETHICS POLICY

Each Member of the Board of the Greater Boise Auditorium District (the “District”) is

required to (1) disclose annually his or her interests in connection with the District’s Conflict of Interest Policy (“Conflict of Interest Policy”) and (2) to execute a statement confirming that, to the best of his or her knowledge and belief, the Member has complied and is in continual compliance with the District’s Code of Ethics Policy (the “Ethics Policy” and together with the Conflict of Interest Policy, the “Policies”).

Disclosure of a Board Member’s interests is intended to assist the District in identifying, preventing, and resolving potential and actual conflicts of interest. The fact that a Board Member has an interest in another organization shall not indicate that a Conflict of Interest actually exists or that the interest would unduly influence the Board Member. The District believes that potential conflicts can be effectively managed through a process that begins with disclosure to the District’s legal counsel.

Idaho Code § 67-4909 provides that no Member of the Board shall receive any compensation as an employee of the District or otherwise, other than as provided in such section, and no Member of the Board shall be interested in any contract or transaction with the District except in his/her official representative capacity. Whenever a member of the Board has a Conflict of Interest on a matter that is before the Board, the Board Member shall fully disclose it to the Board, abstain from any vote on the matter, and comply with any additional requirements established pursuant to the Policies.

The Board has adopted the Conflict of Interest Policy to flesh out the applicable statutes governing ethics in government (the “Acts” as defined herein) by addressing the relationships between the Board Members and the District. In addition, the Board has adopted the Ethics Policy to address the relationships between the Members of the Board, the Executive Director and other staff employees and agents of the District, on the one hand, and the third parties with whom the District deals, on the other hand.

This “Board Member’s Disclosure of Interests and Statement of Compliance with Code of Ethics Policy” (this “Disclosure Form”) is intended to help Board Members, District staff and legal counsel identify such relationships that could give rise to conflicting interests or ethical issues and ensure compliance with the Acts and the Policies. Each Board Member must complete this Disclosure Form at the beginning of such Board Member’s initial term (or, for the initial Board Members subject hereto, promptly following adoption of the Ethics Policy). Thereafter, this Disclosure Form must be completed by each Board Member annually by December 1 of each year. This Disclosure Form and instructions will be sent to each Board Member annually at the beginning of each November. Additionally, this Disclosure Form and instructions will be supplied to each new Board Member upon the commencement of such Board Member’s initial term and completed as soon as practicable.

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05125.0020.11992532.2

Confidentiality. The District obliges itself in good faith to take steps it believes are reasonably necessary to limit disclosure and to protect the confidentiality of the information reported in this form. Information that is provided to the District relating to relationships with non-District entities is considered the personal information of the Board Member making this disclosure and is submitted by the Board Member in confidence for the purposes of allowing the District to carry out its responsibilities to identify and manage potential conflicts of interest and ethical issues.

Campaign Contributions. Campaign contributions are governed by Idaho’s “Sunshine” laws, and soliciting or receiving campaign contributions or other activities related to political campaigns are excluded from the Conflict of Interest Policy, Code of Ethics Policy, and this Disclosure Form.

I. INSTRUCTIONS

Please complete each question to the best of your knowledge and belief. You may list your answers directly on this form or you may provide your answers on a separate sheet of paper.

If your answers to any of the questions set forth below should change within the next 12 months, you must supplement your answers and provide the necessary additional information to make your answers accurate.

Pursuant to the Board resolution adopting the District’s Ethics Policy, the District’s legal counsel shall keep a record of this Disclosure Form and other forms and reports submitted under the Ethics Policy. The District’s Executive Director and legal counsel are authorized to take any and all action necessary to implement the purposes and intent of the Ethics Policy.

II. DEFINITIONS

The following capitalized terms used herein shall have the following meanings:

A. “Acts” means, collectively, the Auditorium District Act, the Bribery and Corrupt Influence Act, Idaho Code §§ 18-1351 et seq., the Ethics in Government Act, Idaho Code §§ 74-401 et seq., and the Prohibition Against Contracts with Officers Act, Idaho Code §§ 74-501 et seq., together with such other statutes as are referenced in the Office of the Attorney General Idaho Ethics in Government Manual, as updated from time to time, to the extent applicable to the District and the Board.

B. “Auditorium District Act” means the auditorium district act, Idaho Code §§ 67-4901 et seq.

C. “Board” means the board consisting of individuals appointed pursuant to the Auditorium District Act to govern, supervise, control and act for the District.

D. “Business Affiliate” means, with respect to a Board Member, a Person that controls, is controlled by, or is under common control with the Board Member.

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05125.0020.11992532.2

E. “Conflict of Interest” means any action, decision or recommendation by a Board member respecting a Transaction effected or proposed to be effected by the District if, whether or not the Transaction is brought before the Board for action, the Board member knows at the Time of Commitment that he or a Member of Household or a Business Associate is a party to the Transaction, or would obtain a private pecuniary benefit or suffer a private pecuniary detriment as a result of the Transaction or has a beneficial Material Financial Interest in or so closely linked to the Transaction and of such financial significance to the Board member, Member of Household or Business Associate that the interest would reasonably be expected to exert an influence on the Board member’s judgment if he were called upon to vote on the action. The term “Conflict of Interest” excludes, however, (i) an action as a Board member which would affect to the same degree a class consisting of an industry or occupation group in which the Board member, Member of Household or Business Affiliate is a member or is engaged (including, without limitation, any industry or occupation group in which the Board member’s interest or membership is required by law as a prerequisite to appointment as a Board member); and (ii) an interest the Board member has by virtue of his profession, trade or occupation where that interest would be affected to the same degree as that of a substantial group or class of others similarly engaged in the profession, trade or occupation.

F. “Conflict of Interest Policy” means the District’s Conflict of Interest Policy, as adopted by the Board.

G. “District” means the Greater Boise Auditorium District, a governmental subdivision of the state of Idaho organized and operating pursuant to the Auditorium District Act.

H. “Ethics Policy” means the District’s Code of Ethics Policy, as adopted by the Board.

I. “Executive Director” means the person servicing as the chief administrative officer of the District and holding the position of Executive Director of the District as of the date of completing and submitting this form.

J. “Governmental Entity” means the state of Idaho and all agencies, commissions and other governmental bodies of the state; counties and municipalities of the state of Idaho, and all other political subdivisions including (without limitation) highway districts, planning and zoning commissions or other governmental bodies.

K. “Material Financial Interest” means any of the following:

1. A financial ownership interest with a fair market value in excess of $5,000;

2. A financial ownership interest which contributes materially to the income of a Board member, Member of Household or Business Affiliate;

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05125.0020.11992532.2

3. A position as trustee, director, officer or employee; or

4. Any other beneficial financial interest in or so closely linked to the Transaction and of such financial significance to the Board member, Member of Household or Business Affiliate that the interest would reasonably be expected to exert an influence on the Board member’s judgment if he were called upon to vote on the Transaction.

L. “Member” means each Member of the Board, and “Members” means collectively the Members of the Board of the District.

M. “Member of Household” means, with respect to a Board Member, the Board Member’s spouse and dependent children and any other person whom the Board Member is legally obligated to support.

N. “Person” means any individual, proprietorship, general or limited partnership, joint venture, limited liability company, unincorporated association, trust, estate, business trust, group or corporation, whether operated for profit or not; any other legal entity, or agent or servant thereof; and any Governmental Entity.

O. “Transaction” shall be interpreted liberally to assure transparency and effectuate the purposes of the Acts and shall include, without limitation:

1. A contract with the District to provide goods, real property, facilities and/or services to or on behalf of the District; and

2. Any other matter in which a Board member has a Material Financial Interest.

P. “Time of Commitment” respecting a Transaction means (a) the time when the Transaction is consummated or, if made pursuant to contract, the time when the District, becomes contractually obligated so that its unilateral withdrawal from the Transaction would entail significant loss, liability, or other damage, or (b) such other time with regard to a Transaction, when a reasonable third party would expect that a potential conflict would be disclosed, even if a contract has not been executed or the District has not become obligated.

Q. “Vendor” means any Person that seeks to contract with the District for the provision of goods, real property, facilities and/or services in connection with the activities of the District.

III. QUESTIONS AND ANSWERS

1. Do you or does any Member of Household or Business Affiliate have or plan to have a Material Financial Interest in any Vendor?

Yes:__________

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05125.0020.11992532.2

No:___________

If yes, please list the name of each such business and the type of goods or services involved:

______________________________________________________________________________________________________________________________________________________________________________________________________

2. Do you or does any Member of Household or Business Affiliate have or plan to have a Material Financial Interest in (i) any hotel/motel business, and/or (ii) any public auditorium, exhibition hall, convention center, sports arena or similar facility?

Yes:__________

No:___________

If yes, please list the name of each business and/or facility and provide a brief description of the type of business and/or facility:

______________________________________________________________________________________________________________________________________________________________________________________________________

3. Are you or is any Member of Household a trustee, director, officer, or employee of any business entity?

Yes:__________

No:___________

If yes, please list the name of each such organization, position held, and term of position:

______________________________________________________________________________________________________________________________________________________________________________________________________

4. Are you or is any Member of Household or Business Affiliate involved in any public representation or lobbying on behalf of any organization?

Yes:__________

No:___________

If yes, please list the name of each organization and describe the nature of the activities in which you are involved on their behalf:

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05125.0020.11992532.2

______________________________________________________________________________________________________________________________________________________________________________________________________

5. Are you aware of any activities of your own which may conflict with the policies or activities of the District?

Yes:__________

No:___________

If yes, please describe the nature of each such activity and its conflict with any of the District’s policies or activities:

______________________________________________________________________________________________________________________________________________________________________________________________________

6. Are you involved in any other personal relationship, or financial or non-financial activity which may raise a Conflict of Interest or which may compromise your objectivity for any of the District’s policies, transactions or issues?

Yes:__________

No:___________

If yes, please describe the nature of each such personal relationship or financial or non-financial activity and the potential Conflict of Interest or effect on your District duties:

______________________________________________________________________________________________________________________________________________________________________________________________________

7. Have you solicited from any Vendor any gift or thing of value?

Yes:__________

No:___________

If yes, identify the Vendor and the nature of the solicitation:

______________________________________________________________________________________________________________________________________________________________________________________________________

8. Have you been offered or received any gift or thing of value that exceeds in monetary value the sum of $100 from any Vendor with the expectation of receiving a benefit from the District?

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05125.0020.11992532.2

Yes:__________

No:___________

If yes, identify the Vendor and describe the nature of the gift or thing of value and the Vendor’s expectation:

______________________________________________________________________________________________________________________________________________________________________________________________________

IV. COMPLIANCE WITH THE CODE OF ETHICS POLICY

I understand that as a Member of the District Board I am expected to comply with the District’s Ethics Policy. To the best of my knowledge and belief, I am in full compliance with the Ethics Policy and have accurately disclosed my interests herein. I understand that I have a continuing responsibility to comply with the Ethics Policy, and I will promptly disclose any new or additional interests and amend my prior disclosures as the need may arise.

Signature ____________________________ Date _______________________

CODE OF ETHICS POLICY - 1 Adopted _________, 2019

05125.0020.11993411.2


CODE OF ETHICS POLICY

Whereas, the Greater Boise Auditorium District (the “District”) is a governmental subdivision of the state of Idaho organized and operating pursuant to Title 67, Chapter 49, of the Idaho Code (the “Auditorium District Act”), which was formed in 1959 for the purpose of serving the public need and promoting the prosperity, security, and general welfare of the District’s inhabitants.

Whereas, the Auditorium District Act authorizes the District to build, operate, maintain, market and manage public auditoriums, exhibit halls, convention centers, sports arenas, and similar facilities and to such end, authorizes the Board of Directors of the District (the “Board”) to, among other things, enter into contracts and agreements, borrow money and incur indebtedness, and acquire, dispose of and encumber real and personal property; and members of the Board, the Executive Director and other staff employees and agents of the District may from time to time be in contact with entities who seek to contract with the District for the provision of goods, real property, facilities and/or services in connection with the activities of the District (“Vendors”).

Whereas, these Vendors may offer, deliver or attempt to deliver unsolicited gifts or things of value to Board members, the Executive Director and other staff employees and agents of the District;

Whereas, the District believes it appropriate that, in order to avoid any appearance of a conflict of interest on the part of Board members, the Executive Director and other staff employees and agents, such activities be reported to the District as soon as practicable after such activities occur; and

Whereas, campaign contributions and related campaign activities should be excluded from coverage under this Code of Ethics Policy (this “Policy”) as such contributions are regulated by Idaho’s “Sunshine” laws; and

Whereas, the District believes it appropriate to have each new member of the Board complete a “Board Member’s Disclosure of Interests and Statement of Compliance with Code of Ethics Policy” upon appointment as a Board member (or, for the initial Board Members subject hereto, promptly following adoption of this Policy), and that annually by December 1 of each year thereafter each Board member should renew such disclosure and statement of compliance;

NOW, THEREFORE, BE IT RESOLVED that the District shall and does hereby adopt the following Code of Ethics Policy:

1. No Board member, Executive Director or other staff employee or agent of the District shall solicit from any Vendor any gift or thing of value.


05125.0020.11993411.2

2. Any Board member, Executive Director or other staff employee or agent of the District who receives or is offered any gift or thing of value that exceeds in monetary value the sum of $100 from any Vendor with the expectation of receiving a benefit from the District shall report such offer or receipt to the District.

3. Each member of the Board, upon his or her appointment (or, for the initial Board Members subject hereto, promptly following adoption of this Policy), and annually by December 1 of each year thereafter, shall complete and deliver to the District’s legal counsel a “Board Member’s Disclosure of Interests and Statement of Compliance with Code of Ethics Policy” in substantially in the form attached as Exhibit A hereto, subject to such further changes as the Board may determine from time to time.

4. This Policy shall not apply to campaign contributions or related activities of a political campaign of a Board member, Executive Director, or other staff employee or agent of the District.

5. For purposes of this Policy, “agent” means:

(a) legal counsel to the District; (b) the District’s outside auditors; and (c) the District’s consultants.

FURTHER RESOLVED that the Executive Director or legal counsel, as appropriate, shall keep a record of all reports submitted under this Policy; and

FURTHER RESOLVED that the Executive Director and legal counsel, as appropriate, are authorized to take any and all other action necessary to implement the purposes and intent of this resolution.


05125.0020.11993411.2

EXHIBIT A

BOARD MEMBER’S DISCLOSURE OF INTERESTS AND STATEMENT OF COMPLIANCE WITH CODE OF ETHICS POLICY

(attached)

CONFLICT OF INTEREST POLICY - 1 Adopted ____________, 2019

05125.0020.11993681.2


CONFLICT OF INTEREST POLICY

This Conflict of Interest Policy (this “Policy”) governs the members of the Board of Directors of the Greater Boise Auditorium District. Except as otherwise defined in this Policy, capitalized terms have the meanings given in Appendix A.

1. Background and Overview.

A. Governance. The District is supervised and controlled by the Board, which is comprised of five (5) Members. Pursuant to the Auditorium District Act, Members are elected to staggered six-year terms by the qualified electors of the District. Members must be and remain qualified electors of the District at all times. The District Board chooses one of its Members as Chair and elects a secretary and a treasurer of the Board and the District, who may or may not be Members of the Board.

B. Implementation. The Auditorium District Act addresses certain aspects of Board membership and provides that no Member of the Board shall receive any compensation as an employee of the District or otherwise, other than as provided in the Auditorium District Act, and no Member of the Board shall be interested in any contract or transaction with the District except in his/her official representative capacity. As public officials, Board Members are additionally governed by the Acts. This Policy provides guidelines for Board Members to satisfy the Acts’ conflict of interest requirements.

2. Conflicts of Interest. Appendix A includes the technical definition of the term “Conflict of Interest” and related terminology. Conceptually, a Conflict of Interest arises when a Board Member’s personal interests could reasonably be expected to influence the Board Member’s judgment affecting the best interests of the District. A Board Member’s personal interests include the interests of any Member of Household or Business Affiliate.

A. Identification of Conflicts of Interest. As described in more detail in Section 3 below, a Board Member must disclose any known or possible Conflict of Interest (a) in a questionnaire completed promptly following appointment (or, in the case of the initial Board Members subject hereto, promptly following adoption of the Ethics Policy) and annually by December 1 of each year thereafter during the Board Member’s term of office and (b) immediately, whether it arises in connection with a specific matter under consideration by the Board, or if it is reasonably anticipated a conflict might arise, even though the Board may not yet have taken action. If unsure whether a Conflict of Interest exists, the Board Member should work with the Board Chair and legal counsel to make that determination. The Board Chair should make a brief oral report to the Board for inclusion in the minutes stating the existence and nature of the Conflict of Interest. Any Board Member may object to the determination and request the matter be referred to the full Board.

B. Duty to Disclose Conflicts of Interest. Promptly upon determining that a Conflict of Interest exists or may exist, a Board Member must make Required Disclosure. The


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test for disclosure is whether an independent third party could reasonably perceive a Conflict of Interest, not whether a Conflict of Interest in fact exists. If a situation arises that constitutes or might constitute a Conflict of Interest, the conflicted Board Member should make the Required Disclosure to the Board Chair (or, if the conflicted Board Member is the Board Chair, the Required Disclosure should be made to the Vice-Chair). If the District’s Board Members, officers, or employees perceive that a Board Member has a Conflict of Interest, they should also immediately disclose the circumstances. Prior to Board or Committee meetings, the District’s executive staff will attempt to review the meeting agenda for items that might create a conflict for any Board Member otherwise entitled to participate in the meeting.

3. Procedure to Resolve Conflicts of Interest.

A. Disclosure by Board Member. A Board Member should (i) annually complete the Conflict of Interest questionnaire, and (ii) immediately update the disclosures as necessary. If a situation arises that might create a Conflict of Interest, the affected Board Member should disclose the conflict to Board Chair. The Board Chair should disclose to the Vice-Chair any Conflict of Interest that affects the Board Chair.

B. Disclosure by Staff. District staff should report concerns regarding a Board Member’s Conflict of Interest to the Executive Director. The Executive Director and any Board Member who has concerns regarding another Board Member should report their concerns to both the affected Board Member and to the Board Chair; if the concerns relate to the Board Chair, they should report to the Vice-Chair.

C. Informal Resolution. The reported Conflict of Interest may be resolved by the actions of the affected Board Member or by the affected Board Member and the Board Chair working together. The Board Chair should make a brief oral report to the Board for inclusion in the minutes stating the nature of the reported conflict and the agreed-upon resolution. Any Board Member may object to the informal resolution and request the matter be referred for formal resolution. Board Members may ask the District’s executive staff for information regarding a reported Conflict of Interest, but the Board will make all decisions regarding a reported Conflict of Interest.

D. Formal Resolution. If the reported Conflict of Interest is not resolved by informal resolution, or if a Board Member requests the matter be referred for formal resolution, the Board Chair should report the relevant facts to the full Board and recommend a resolution. The resolution should state (i) whether the Board Chair believes that a conflict exists, and if so, (ii) a proposed remedy. The Board should then vote either (i) to accept, or modify and accept, the Board Chair’s report and resolution or (ii) to refer the matter to a Committee for further review. If referred, the Committee should review the situation and recommend a final resolution to the full Board. The resolution should state (i) whether the Committee believes that a conflict exists, and if so, (ii) a proposed remedy. The affected Board Member may participate when the full Board or the Committee deliberates on whether a conflict exists and the appropriate remedy. The affected Board Member, however, should not vote on whether the conflict exists or on the remedy. All deliberations and resolutions concerning the reported Conflict of Interest should be recorded in the minutes.


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4. Remedies. When the Board determines that a Conflict of Interest exists, it should select an appropriate remedy to manage the conflict. Conflicts of interest are not all of equal materiality, and the remedy for each conflict should match the materiality of the conflict; provided, however, that at a minimum the affected Board Member shall abstain from voting on any matter where a Conflict of Interest exists. For example, when a conflict is immaterial, the affected Board Member could merely be asked to refrain from reviewing certain information or from voting on certain subjects. But when the conflict is material, the Board Member could be barred from receiving certain information or asked to leave the room for certain discussions and votes. In rare cases of a very severe or continuous conflict, the Board Member could be asked to resign.

5. Campaign Contributions. Campaign contributions are governed by Idaho’s “Sunshine” laws, and soliciting or receiving campaign contributions or other activities related to political campaigns are excluded from this Policy.


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APPENDIX A

DEFINITIONS

A. “Acts” means, collectively, the Auditorium District Act, the Bribery and Corrupt Influence

Act, Idaho Code §§ 18-1351 et seq., the Ethics in Government Act, Idaho Code §§ 74-401 et seq., and the Prohibition Against Contracts with Officers Act, Idaho Code §§ 74-501 et seq., together with such other statutes as are referenced in the Office of the Attorney General Idaho Ethics in Government Manual, as updated from time to time, to the extent applicable to the District and the Board.

B. “Auditorium District Act” means the auditorium district act, Idaho Code §§ 67-4901 et seq. C. “Board” means the board consisting of individuals appointed pursuant to the Auditorium

District Act to govern, supervise, control and act for the District. D. “Business Affiliate” means, with respect to a Board Member, a Person that controls, is

controlled by, or is under common control with the Board Member. E. “Chair” means the Member elected by the other Members to the positions of Chair of the

Board and President of the District as further governed by the Bylaws of the District. F. “Conflict of Interest” means any action, decision or recommendation by a Board member

respecting a Transaction effected or proposed to be effected by the District if, whether or not the Transaction is brought before the Board for action, the Board member knows at the Time of Commitment that he or a Member of Household or a Business Associate is a party to the Transaction, or would obtain a private pecuniary benefit or suffer a private pecuniary detriment as a result of the Transaction or has a beneficial Material Financial Interest in or so closely linked to the Transaction and of such financial significance to the Board member, Member of Household or Business Associate that the interest would reasonably be expected to exert an influence on the Board member’s judgment if he were called upon to vote on the action. The term “Conflict of Interest” excludes, however, (i) an action as a Board member which would affect to the same degree a class consisting of an industry or occupation group in which the Board member, Member of Household or Business Affiliate is a member or is engaged (including, without limitation, any industry or occupation group in which the Board member’s interest or membership is required by law as a prerequisite to appointment as a Board member); and (ii) an interest the Board member has by virtue of his profession, trade or occupation where that interest would be affected to the same degree as that of a substantial group or class of others similarly engaged in the profession, trade or occupation.

G. “District” means the Greater Boise Auditorium District, a governmental subdivision of the

state of Idaho organized and operating pursuant to the Auditorium District Act.

H. “Ethics Policy” means the District’s Code of Ethics Policy, as adopted by the Board.


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I. “Executive Director” means the person servicing as the chief administrative officer of the

District and holding the position of Executive Director of the District. J. “Governmental Entity” means the state of Idaho and all agencies, commissions and other

governmental bodies of the state; counties and municipalities of the state of Idaho, and all other political subdivisions including (without limitation) highway districts, planning and zoning commissions or other governmental bodies.

K. “Material Financial Interest” means any of the following:

1. A financial ownership interest with a fair market value in excess of $5,000;

2. A financial ownership interest which contributes materially to the income of a Board

Member, Member of Household or Business Affiliate; 3. A position as trustee, director, officer, or employee; or 4. Any other beneficial financial interest in or so closely linked to the Transaction and of

such financial significance to the Board Member, Member of Household or Business Affiliate that the interest would reasonably be expected to exert an influence on the Board Member’s judgment if he were called upon to vote on the Transaction.

L. “Member” means each Member of the Board, and “Members” means collectively the

Members of the Board of the District. M. “Member of Household” means, with respect to a Board Member, the Board Member’s

spouse and dependent children and any other person whom the Board Member is legally obligated to support.

N. “Person” means any individual, proprietorship, general or limited partnership, joint venture,

limited liability company, unincorporated association, trust, estate, business trust, group or corporation, whether operated for profit or not; any other legal entity, or agent or servant thereof; and any Governmental Entity.

O. “Transaction” shall be interpreted liberally to assure transparency and effectuate the purposes

of the Acts and shall include, without limitation: 1. A contract with the District to provide goods, real property, facilities and/or services

to or on behalf of the District; and 2. Any other matter in which a Board Member has a Material Financial Interest.

P. “Required Disclosure” means disclosure by the Board Member who has a known or possible Conflict of Interest of:


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1. The existence and nature of the known or possible Conflict of Interest; and, except as provided in subparagraph 1 below, all facts known to him respecting the subject matter of the Transaction that an ordinarily prudent person would reasonably believe to be material to a judgment about whether or not to proceed with the Transaction.

2. If a Board Member has a Conflict of Interest respecting a Transaction, but neither the

Board Member nor a Member of Household is a party to the Transaction, and if the Board Member has a duty under law or professional canon, or a duty of confidentiality to another Person, respecting information relating to the Transaction such that the Board Member may not make the disclosure described in subparagraph 1 above, then disclosure is sufficient for purposes of subparagraph 1 above if the Board Member informs the Board of the character and limitations imposed by that duty before the Board’s vote on the Transaction, and plays no part, directly or indirectly, in the Board’s deliberations or vote. (This exception addresses the conflicting duties of a Board Member that is also a director or officer of a Person that seeks to enter into a Transaction with the District.)

Q. “Time of Commitment” respecting a Transaction means (a) the time when the Transaction is

consummated or, if made pursuant to contract, the time when the District, becomes contractually obligated so that its unilateral withdrawal from the Transaction would entail significant loss, liability, or other damage, or (b) such other time with regard to a Transaction, when a reasonable third party would expect that a potential conflict would be disclosed, even if a contract has not been executed or the District has not become obligated.

R. “Vendor” means any Person that seeks to contract with the District for the provision of

goods, real property, facilities and/or services in connection with the activities of the District. S. “Vice-Chair” means the Member elected by the other Members to the positions of Vice-

Chair of the Board and Vice-President of the District as further governed by the Bylaws of the District.

Documents

B....W. Front St., Boise ID 83702, the Board of Directors of the Greater Boise Auditorium District met in regular session in room 200 of Boise Centre West, 850 W. Front St., Boise