CONFLICT OF INTEREST POLICY & DISCLOSURE
Nonprofit organizations frequently engage in the routine disclosure of actual or perceived Conflicts of Interest (COI). To ensure transparency and integrity, you are required to complete this form each time you apply for or assume a new volunteer role, annually in January if you are currently a volunteer, and throughout the year whenever a new actual or perceived Conflict of Interest arises.
It's essential to understand that a Conflict of Interest will not automatically disqualify you unless the position description or bylaws explicitly state such restrictions in writing. These disclosures are shared with various stakeholders, including the Volunteer Committee, Nominating Committee, APHPT leadership, APHPT Staff, and occasionally with your fellow committee or group Chairs/members, depending on the specific role and its scope.
If you are uncertain whether something is a conflict of interest, we recommend that you still list it so that we can follow up with you should we need more information.
SCOPE
This policy covers members of the Board of Directors, Officers, Volunteers, Independent Contractors, and Staff of the Academy of Pelvic Health Physical Therapy (APHPT). It also impacts Director and Officer nominees and potential nominees.
POLICY PURPOSE
APHPT is committed to conducting its activities in accordance with the highest ethical standards. The Board of Directors has adopted this Conflict of Interest Policy to implement that commitment and to provide guidance to all affected persons.
DEFINITIONS
- Compensation Arrangement – performing services in return for payment in any form, including fees, commissions, or royalties.
- Covered Person – an APHPT Board member, Officer, volunteer, independent contractor, or staff.
- Conflict of Interest - a situation in which a Covered Person’s financial interests, relationships, or personal beliefs may compromise, or be reasonably perceived as potentially compromising, their professional judgment, decision-making capability, and/or course of action involving the duties and responsibilities expected of their role within the APHPT.
- Material Ownership Interest – ownership of at least 5% of the voting shares or voting authority in an entity.
- Transaction - a contractual or other relationship between APHPT and any corporation, firm, entity, agency, organization, or person involving the procurement or transfer of property or the performance of services for money.
EXAMPLES
While not all circumstances involving a conflict of interest can be anticipated or listed, common circumstances include:
- A compensation arrangement with APHPT;
- A material ownership interest in any entity with which APHPT has a Transaction;
- A compensation arrangement with any entity or individual with which APHPT has a Transaction;
- A material ownership interest in, or compensation arrangement with, any entity or individual with which APHPT is negotiating a Transaction;
- A material ownership interest in, a compensation arrangement with, or serving as a trustee, director, or officer of, an entity that competes with APHPT with respect to educational programming or membership benefits;
- Having accepted within the past 12 months any gift, entertainment, services, loans, or promises of future benefits (excluding items of less $50 in value and common courtesies usually associated with accepted business practice) from any person or organization that might benefit from a relationship with the Covered Person because of their connection with APHPT; and
- Personal beliefs if they prevent others from carrying out their job responsibilities; if board members, committee members, or staff members use APHPT’s non-profit’s time and facilities for furthering them; or if the person attempts to convince others of their personal beliefs after they have been asked to stop.
GENERAL PROCEDURES
1. Disclosure. All Covered Persons will disclose actual, potential, and perceived conflicts of interest annually via a form (“Disclosure Statement”) provided by APHPT. A Covered Person will also update their Disclosure Statement upon a conflict of interest arising in between annual disclosures. If a matter arises during a meeting of a body of which the Covered Person is a member about which the Covered Person has an undisclosed conflict, the Covered Person will make a verbal disclosure at the meeting and then follow up with the required written disclosure.
2. Recusal. In addition to disclosure, a Covered Person with a conflict of interest may need to recuse themselves from voting on the subject matter of the conflict and perhaps abstaining from any discussion on the matter or even exiting the meeting. A Covered Person may voluntarily effect such recusal, or the Board or committee may require recusal (see, Disposition of a Disclosed Conflict, below). However, when a Covered Person has a financial arrangement with APHPT and there is any discussion or action on such arrangement, including the amount of compensation, recusal from voting and discussion (other than providing factual information and responding to questions) is mandatory.
3. Distribution. Disclosure Statements of Board members will be provided to the entire Board of Directors. Disclosure Statements of staff will be provided to the APHPT Executive Director, who will share the same with the APHPT Board. Disclosure Statements of all other Covered Persons will be reviewed by the Executive Director and Board, who may, as they deem appropriate, provide any particular Disclosure Statement to a committee or other body on which the Covered Person serves. At any time, the Board may delegate the review of Disclosure Statements to an ethics committee or similar committee provided any determination regarding the removal or resignation of a Covered Person due to a conflict of interest shall be made or finally approved by the Board of Directors.
4. Reporting Conflicts of Others. Any person who believes a Covered Person has a conflict of interest that has not been disclosed may address the matter with the Covered Person, raise the matter with the Board of Directors or other relevant committee, or if they do not wish their identity to be revealed to the Covered Person, report their concern to the Executive Director and President, who will then make a determination as to next steps.
5. Failure to Report a Conflict. If the Board, relevant committee, or Executive Director has reasonable cause to believe that a Covered Person has failed to disclose a conflict of interest, the Covered Person shall be so informed and given the opportunity to explain the alleged failure to disclose. If, after hearing the response of the individual and making such further investigation as may be warranted in the circumstances, the board or committee determines that the conflict should have been disclosed, the Covered Person will be directed to complete or update a Disclosure Statement. In addition, if the Board or committee concludes that the failure to disclose was knowing and intentional, the Board may approve appropriate or corrective action, subject to any restrictions or requirements in the APHPT bylaws.
6. Consultation. The Governance Committee may be consulted by any party with questions related to their own or another Board member’s potential conflicts of interest.
7. Recording and Record Keeping. When a Covered Person is recused, or recuses themselves, from voting or discussion of a conflict of interest at a meeting, this will be recorded in the minutes of that meeting.
8. Disposition of a Disclosed Conflict. Circumstances may arise in which the Board or a committee wishes to address a conflict of interest at a meeting. For example, if a Covered Person who has disclosed a conflict does not believe the conflict necessitates their recusal from voting participation, but others on the Board or committee disagree, the matter should be addressed. In addition, if any members of the Board believe that the Covered Person should either eliminate the conflict of interest entirely or resign their position on the Board or on a committee, this should be addressed by the full Board of Directors.
DIRECTOR AND OFFICER NOMINEES AND POTENTIAL NOMINEES
Board members in particular have a fiduciary duty to conduct themselves without conflict to the interests of APHPT. In their capacity as Board members, they must subordinate personal, business, third-party, and other interests to the best interests of APHPT. Therefore, conflicts of interest are to be reviewed and strongly considered during the vetting processes for appointed volunteer positions and during the nominations process for elected positions. An individual’s actual, potential, or perceived conflict of interest may result in ineligibility for candidacy for elected office or disqualification and removal from the final nomination slate.