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Conflict of Interest Policy

Human Anatomy and Physiology Society (HAPS)

 

 

I. Introduction 

This Conflict of Interest Policy ("the Policy”) governs conflicts of interest involving (i) members of the Board of Directors, Steering Committee and any other committees empowered to act on behalf of the Board of Directors of the Human Anatomy and Physiology Society ("the Society”), and (ii) senior staff of the Society (collectively, "Interested Persons”). The purpose of the Policy is to protect the Society’s interests when it has entered into or is contemplating entering into a transaction or arrangement that might benefit a private interest of an Interested Person. The Policy is intended to supplement but not replace any applicable state and federal laws governing conflicts of interest applicable to the Association. 

II. Definition of a "Conflict of Interest”

A conflict of interest exists when an Interested Person has a direct or indirect (through business, investment or family) financial or other interest in a matter that might influence, or that might be perceived to influence, the judgment or actions of the Interested Person while serving the Society. Conflicts of interest may arise under numerous scenarios, including but not limited to the following:

An Interested Person receiving or being considered to receive, directly or indirectly, compensation (e.g., consulting fees, speaking or writing honoraria, etc.) from, or having an actual or potential ownership or investment interest in, an entity offering or proposing to offer products or services to the Society; 

An Interested Person doing business or having a relationship with any entity doing business or wishing to do business with the Society; and

An Interested Person also serving as an officer or director of another nonprofit organization in the general areas of interest to the Society and the organization is not a member of the Society.  

III. Disclosure

Interested Persons must disclose all conflicts of interest as defined in Section II above, including those that might influence or be perceived to influence the actions or decisions of the Interested Person. Therefore, even if one believes that the relationship or other circumstance will not affect one’s judgment or conduct, if it could do so or could reasonably be perceived as having the potential for improper influence, then it must be disclosed. This duty of disclosure extends to bids on or proposals for work solicited by or offered to the Society.

Each Interested Person shall complete a Conflict of Interest Disclosure Form annually at the beginning of the society’s year. These forms will be distributed to the Board of Directors at their first meeting annually. Annual disclosures shall be supplemented by additional written disclosures as required by this Policy.

Disclosures of potential conflicts of interest by Society officers, committee members and the Executive Director of the Association shall be made immediately to the Society’s Executive Committee. Disclosures by the Business Manager and other Society staff shall be made immediately to the Executive Director of the Society, who shall consult with the Executive Committee on the matter, if necessary and appropriate. 

All Interested Persons shall bring to the attention of the Society any actual or perceived conflict of interest involving any other Interested Person.  

IV. Procedure Upon a Disclosure 

Upon making a disclosure of a possible conflict of interest, the Interested Person must make all requested information available to the Society’s Executive Committee or the Executive Director, as applicable. 

An Interested Person with a conflict of interest is expected to recuse him or herself from discussions of and voting on any matters where the conflict of interest might be reasonably perceived as influencing the Interested Person’s actions.  

Possible actions that may be taken by the body or person reviewing the conflict of interest include, but are not limited to: 

·         prohibiting consideration of a proposal for providing products or services;

·         permitting consideration of a proposal for providing products or services, but only as one of several competing proposals;

·        determining, after exercising due diligence, whether the proposal related to the Interested Person is the most advantageous transaction or arrangement for the Society and, if so, whether it is fair and reasonable and in the best interest of the  Society;

·         requesting all necessary actions to eliminate the conflict of interest,

·        determining that the Interested Person may not participate in discussion or determination of the matter to which the conflict of interest relates, and

·         requesting the resignation of the Interested Person from the position with the Society. 

            A. Disclosure to the Society’s Executive Committee 

Upon receiving a disclosure of a possible conflict of interest concerning a Society officer, director, or leader or concerning the Executive Director, the Society’s Executive Committee shall consider appropriate action. If a vote to decide the appropriate action is taken and the Interested Person is a member of the Executive Committee, that person must recuse and absent himself or herself from the vote. The Executive Committee may decide that the full Board of Directors should take action on the conflict. In addition, the Interested Person may appeal the decision of the Executive Committee to the Board of Directors. 

            B. Disclosure to the Association’s Chief Executive Officer 

Upon receiving a disclosure of a possible conflict of interest concerning the Business Manager or a staff member, the Executive Director shall consider appropriate action, which may include referral of the matter to the Executive Committee. Actions taken concerning Society staff members shall be final. 

V. Confidentiality 

Disclosures of possible conflicts of interest to the Executive Committee, the Board of Directors or the Executive Director shall be held in confidence unless further action is required, in which case details shall be recorded in the minutes, as detailed in Article VII. 

VI. Violations of This Policy

If the Executive Director, the Executive Committee or the Board of Directors has reasonable cause to believe that an Interested Person has failed to make a disclosure required by this Policy, the Interested Person shall be informed of the basis for such belief and shall be afforded an opportunity to explain the alleged failure to disclose.  

If, after hearing the Interested Person’s response and making any further investigation warranted by the circumstances, the Executive Director, Executive Committee or Board of Directors determines that the Interested Person has failed to disclose an actual or potential conflict of interest, appropriate disciplinary and corrective action, up to and including removal from a Society office or staff position and expulsion from the Society shall be taken. 

VII. Records of Proceedings 

Minutes of meetings of the Executive Committee and Board of Directors at which matters involving an actual or alleged conflict of interest under this Policy were discussed shall contain: 

  • the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Committee or Board’s decision as to whether a conflict of interest in fact existed, and 
  • the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the matters discussed, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith. 

VIII. Compensation Committees

A voting member of any committee (or the Board of Directors) whose jurisdiction includes compensation, directly or indirectly, from the Society for services is precluded from voting on matters pertaining to that member’s compensation.