Conflict of Interest Policy
This form was adopted on November 11, 2011, in accordance with Article III, Section 11 of the AAA Bylaws, as revised. It will be distributed to each Director, officer, committee member, and staff member prior to the spring Board meeting each year and must be submitted at that meeting for subsequent review by the President and Executive Director.
In completing the form, please consider the following guidelines:
Conflict of Interest Defined
A conflict of interest is defined as any circumstance in which a Director, officer, committee member, or staff member has the opportunity to influence actions of AAA, or otherwise participate in AAA activities, that could result in a direct or indirect financial or personal benefit to that Director, officer, committee member, or staff member. A Director, officer, committee member or staff member would have a conflict of interest, for example, if AAA were considering a business or strategic relationship with an institution by which he or she is employed. Conflicts may also include, but are not limited to, membership in other professional societies, service on the Boards or key committees of such societies, or service on editorial boards, regardless of financial interest.
Conflict of Interest Disclosure Policy
Conflicts and potential conflicts should be disclosed via this form.
Except as otherwise provided in this Disclosure Policy, the interested individual typically may participate in the information-gathering stage of the Board of Directors’ or committee’s discussion, but shall retire from the room in which the Board of Directors or a committee thereof is meeting and shall not participate in the final deliberation or decision regarding such contract, transaction, or other matter. Such interested individual may not vote on such contract, transaction, or other matter.
Interested Directors may be counted in determining the presence of a quorum at the meeting of the Board or of a committee that authorizes any such contracts or other transactions.
The minutes of the meeting of the Board of Directors or committee thereof shall reflect (a) that the conflict of interest was disclosed, (b) that the interested Director, officer, or staff member was not present during the final discussion or any vote of the Board of Directors or committee thereof, and (c) that the interested individual did not vote.
All questions as to whether a conflict of interest exists shall be resolved by a vote of the Board of Directors in which the interested individual may not vote.
A conflict of interest disclosure statement shall be furnished annually to the Board by each Director, officer, and staff member. The disclosure statements shall be reviewed annually by the Executive Committee.
In connection with all actions taken by the Board of Directors with respect to any contract or transaction between the Association and one or more of its Directors or officers, or between the Association and any other corporation, firm, association, or other entity in which one or more of the Directors or officers of the Association is a Director or officer or has a substantial financial interest, affiliation, or other significant relationship, each such interested Director or officer of the Association shall:
- disclose to the Board of Directors the material facts as to such Director’s or officer’s interest in such contract or transaction and as to any such common Directorships, offices, or significant financial interest, affiliation, or other significant relationship, which disclosure shall be duly recorded in the minutes or resolutions relating to such actions, and
- abstain from voting on any such contract or transaction.
In determining whether to approve such contract or transaction, disinterested Directors shall take into account the excess benefit transactions rules under section 4958 of the Code in the case of an organization classified as a Public Charity.
Conflicts of interest based on a position held with another organization may require that the conflicted Director, officer, committee member, or staff person be absent during any discussion and not be provided with certain information, even if there is no specific action anticipated or taken by the Board or committee.
Sign the Conflict of Interest Disclosure Statement »