|Conflict of Interest Form|
APSE State Chapter Board of Directors
Conflict of Interest Policy
Effective Date: May 2009
Purpose: Effective governance of the APSE, depends on deliberate, thoughtful and disinterested decision-making by board members, officers, committee members and staff whether the decisions involve far reaching matters, organizational policy, strategic goals, approval of transactions, the investment of the organization’s funds, or the adoption or continuation of programs. The ability of such persons to make good decisions for the organization can be profoundly affected by their other interest, personal or professional, and knowledge of the APSE Conflict of Interest Policy. The APSE State Chapter Board members are entitled to their best judgment, whatever the subject, without concern for those personal or professional interests. For that purpose, the APSE National adopts this policy on conflict of interest.
Scope: This policy applies to select committee members, officers, and members of the APSE State Chapter Board.
1. Persons Covered: The APSE State Chapter Board policy on conflict of interest applies to all board members, officers, committee members, the Executive Director, and select staff.
2. Conflict of Interest: Any situation in which a decision maker is, or can be, influenced in making an organizational decision by personal, financial, business, professional or other interests which may be unrelated to the best interest of the organization. Such situations include “financial interests” and “other than financial interest.”
3. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family (including all other persons they reside with) (a) an ownership or investment interest in any entity with which the APSE has a transaction or arrangement, or (b) a compensation arrangement with a corporation or any entity or individual with which APSE has a transaction or arrangement, or (c) a potential ownership or investment interest in or compensation arrangement with any entity or individuals with which APSE is negotiating a transaction or arrangement or (d) serves as an employee, board member, officer or committee member of any entity or individual with which APSE is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.
4. Other Than Financial Interest: An interest, including personal, professional, employment or service on the board or committee of any other organization, which might influence the person’s ability to make a decision in the best interest of APSE or which might create the appearance of influence in the person’s ability to make a decision in the best interest of APSE.
5. Family: As used in this policy on Conflict of Interest, in the Disclosure Statement, and in related documents, the term “Family” shall include husband/wife, partners in civil union, children by blood or adoption, siblings, grandparents, grandchildren, cousins, aunts/uncles, in-laws, and any member of the household of the individual and their children by blood or adoption, their siblings, grandparents, grandchildren, cousins, aunts/uncles, in-laws, or household members.
B. Use of Information:
All information and matters about the APSE or any entities connected with APSE, unless the information is a matter of public record or common knowledge, is considered confidential. The use of such information by a person covered by this policy, either directly or indirectly, for purposes other than the best interests of APSE shall be considered a conflict of interest.
1. Upon election to the State Chapter Board of Directors or to an office of APSE and/or, and upon appointment to a committee, and annually thereafter each member of the board, officer, committee member, and upon employment and annually thereafter the executive director and select staff identified by the Board, shall attest to his or her familiarity with this policy regarding conflict of interest and shall provide information concerning any possible conflict of interest by completing a Disclosure Statement Questionnaire. These questionnaires shall be returned to and be reviewed by the Board, in consultation as necessary with Counsel. If a potential conflict of interest exists, it shall be reported to the Counsel for advice.
2. In addition to the requirements of Section 1 of this part, board members, officers, committee members, the executive director and select staff identified pursuant to Section 1 herein of this part, shall disclose any actual or possible conflicts of interests promptly wherever arising. Such report shall be made to the APSE State Chapter Board
3. In the case of Board members, Officer, Committee members, after disclosure of such actual or possible conflicts of interests, and all material facts, and after any discussion with the interested person, he or she shall leave the meeting while the determination of a conflict of interest is discussed and voted upon. In the case of employees, the Executive Director shall determine whether or not a conflict of interest exists.
D. Procedures for addressing a Conflict of Interest
1. An interested person, found to have a conflict of interest, may make a presentation at the board or committee meeting, or before appropriate staff, but after such presentation he or she shall leave the meeting during the discussion of and vote or decision on the transaction or arrangement that resulted in the conflict of interest.
2. The executive director, chairperson of the board, or chairperson of the committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the executive director, board or committee shall determine whether the corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors, or the executive director shall make a decision, whether the transaction or arrangement is in the corporation’s best interest and for its own benefit and whether the transaction is fair and reasonable to the corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.
E. Violations of the Conflict of Interest Policy:
1. If a Board member or a Committee member, has reasonable cause to believe that member has failed to disclose actual or possible conflicts of interest, it shall so inform the board.
2. The Board shall afford the member an opportunity to explain the alleged failure to disclose.
3. If after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the Board determines that the member has in fact failed to disclose an actual or possible conflict of interest, the Board shall take appropriate disciplinary and corrective action consistent with the Bylaws of the corporation.
4. If an employee fails to notify the Executive Director of a real or potential conflict of interest pursuant to the terms of this policy, such individual may be subject to disciplinary action up to and including discharge.
F. Recordings of Proceedings:
1. The Minutes of the executive committee of the board, the full board and all committees with board delegated powers shall contain:
(a) the names of persons who disclosed or otherwise were found to have a financial or other interest, the nature of the interest, any action taken to determine whether a conflict of interest was present and the decision as to whether a conflict of interest in fact existed.
(b) the names of persons who were present for discussion, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a copy of any votes taken in connection therewith.
2. The Executive Director shall record all conflict of interest disclosures and determinations involving staff in appropriate personnel files.
G. Questions Regarding Potential Conflicts: Staff questions and concerns about potential conflicts should be directed to the Executive Director. The Executive Director shall consult with the Board President in responding to an employee’s questions or concerns.
H. Investigations: The Board will make a determination and, if necessary, conduct an investigation as to any violation of this Conflict of Interest policy. In the case of alleged violations of the policy by the Executive Director, the President of the Board shall make such determination and if necessary, cause an investigation to be made. Any disciplinary action taken and any contingencies to be put in place to resolve the conflict shall be documented.
APSE Policy on Conflict of Interest Summary
To assure the ability of persons on the State Chapter Board of Directors, or staff positions, to make decisions in the best interests of the organization.
The policy covers all directors, officers, committee members, the executive director and staff. The policy defines conflict of interest both of a financial and other nature to include situations where the judgment of a covered individual may be affected by non-APSE interests.
3. Use of Information
The policy provides that all information gathered by covered individuals while performing their duties for APSE may be considered confidential and shall be used solely for the purpose of benefiting APSE.
The policy provides for the yearly completion of a disclosure statement and for procedures to address potential conflicts of interest as they develop during the course of decision-making throughout the year.
5. Addressing a Conflict of Interest
The policy covers both the disclosure of potential conflicts of interest and the resolution of issues arising subsequent to such disclosure.
The policy provides for the National APSE Board of Directors and the Executive Director to make necessary decisions concerning violations of the conflict of interest policy.
All matters relating to the resolution of conflict of interest issues are to be recorded in appropriate board or committee minutes, or personnel files.
The policy includes a conflict of interest disclosure statement for select staff and board and committee members. The annual disclosure statements also includes acknowledgement of understanding and commitment to APSE Conflict of Interest Policy which is attached hereto.
APSE State Chapter Board of Directors and/or any Subsidiary Corporations
Disclosure Statement Questionnaire and Code of Conduct Acknowledgement
Pursuant to the policy on Conflict of Interest, a copy of which has been furnished to me, I understand that prompt and full disclosure to the APSE State Chapter Board and /or any subsidiary will be made regarding any transaction, situation or event which may place me in a position in which my personal interest or the interest of a member of my “family” is in conflict with the interest of APSE and/or subsidiary corporations.
I hereby provide the following information: