(Adopted by the American College of Toxicology, January 29, 2009; revised November 2, 2013)
Each member in a leadership position for the American College of Toxicology (ACT) must maintain high ethical standards and make a personal commitment to avoid conflicts between public responsibility and personal interests and activities and to maintain the appearance of impartiality for all deliberations. A conflict-of-interest policy protects ACT members, ACT, and its tax-exempt status. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
- Conflict of Interest
A conflict of interest is a situation in which actions of a person may carry potential for him/her to serve a self-interest via a financial relationship, professional collaboration, and/or professional competition.
- Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, or the potential for nonmonetary gain, is an interested person.
- Financial Interest
A financial interest exists if the individual has, directly or indirectly, through business, investment, or family:
- An ownership or investment interest in any entity with which the ACT has a transaction or arrangement.
- A compensation arrangement with the ACT or with any entity or individual with which the Organization has a transaction or arrangement, or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the ACT is negotiating a transaction or arrangement.
Reimbursement for travel expenses provided for Council members, when such travel is related to ACT business not associated with the Annual Meeting, including Council meetings, strategic planning meetings, or activities that have other appropriate ACT business context, does not constitute an inappropriate financial interest or benefit when the travel reimbursement complies with the official ACT travel policy. Other forms of compensation to be considered in assessing potential conflicts of interest include direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
- Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the potential conflict of interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
- Determining Whether a Conflict of Interest Exists
After disclosure of the potential conflict of interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
- Procedures for Addressing the Conflict of Interest
- An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
- The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- After exercising due diligence, the governing board or committee shall determine whether the ACT can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
- If a more advantageous transaction or arrangement is not reasonably possible without producing a conflict of interest, then the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the ACT’s best interest, for its own benefit, and whether it is fair and reasonable, in conformity with the above determination, and it shall make its decision as to whether to enter into the transaction or arrangement.
- Violations of the Conflicts of Interest Policy
- If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
- If after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Records of Proceedings
- The minutes of the governing board and all committees with board delegated powers shall contain:
- The names of the persons who disclosed or otherwise were found to have 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 governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
- A voting member of the governing board who receives compensation, directly or indirectly, from the ACT for services is precluded from voting on matters pertaining to that member’s compensation.
- A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the ACT for services, is precluded from voting on matters pertaining to that member’s compensation.
- Nothing in this Article prohibits any voting member of a governing board or committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the ACT, either individually or collectively, from providing information to any committee regarding compensation.
- To ensure that the ACT operates in a manner consistent with nonprofit purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
- Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.
- Whether partnerships, joint ventures, and arrangements with management organizations conform to the ACT’s written policies, are properly recorded, reflect for reasonable investment or payments for goods and services, further nonprofit purposes, and do not result in inurement, impermissible private benefit or an excess benefit transaction.
Use of Outside Experts
- When conducting the periodic reviews as provided in Article VII, the ACT may, at its discretion, use outside advisors. If outside experts are used, their use shall not relieve the governing board of the responsibility for ensuring that periodic reviews are conducted.
Conflict of Interest Statements
- Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
- Has received a copy of the conflict-of-interest policy,
- Has read and understands the policy,
- Has agreed to comply with the policy, and
- Understands that ACT is a nonprofit professional organization and in order to maintain its federal tax exemption, it must engage primarily in activities consistent with one or more of its tax-exempt purposes.
- In addition, whenever an interested person has a potential conflict of interest, that person shall call such potential conflict to the attention of the full board or committee.