The Nightingale Awards of Pennsylvania (NAP) Board of Directors is committed to acting with integrity and fairness in all its operations and is committed to avoiding conflicts of interest. As the representative of the community, I commit to the following policy:
Code of Ethics and Confidentiality
In order to encourage and foster open and candid discussion at its meetings, the NAP Board believes confidentiality must be maintained. Therefore, it is the policy of the NAP Board that all board member representatives shall keep confidential any and all information relating to discussions at its meetings unless compelled by legal process to disclose such information, or as otherwise agreed by the Board. While Advisory Board member representatives are free to discuss the result of NAP action items, disclosing any information concerning the discussion of such items during the NAP Board meeting is prohibited.
Conflict of Interest Defined
A conflict of interest arises when circumstances raise the possibility that the duties of loyalty, good faith, and fair dealing of a board member or officer may be compromised such that the person receives a benefit or advantage causing the person to have dual or conflicting loyalties. A business or personal relationship, or the involvement in certain activities, may create a conflict by impairing the independent judgment of such person in the exercise of duties relating to the NAP Board of Directors and its operations. Any arrangements or circumstances, including political, family or other relationships, that might dissuade the director, officer, executive director, or key employee from acting in the best interest of the NAP Board could give rise to a conflict of interest.
Examples of actual or potential conflicts of interest include, but are not limited to:
- Receiving, either currently or within the last 12 months, or potentially receiving, payment in cash or in-kind (e.g., gifts) from any firm or person outside the NAP Board that transacts business or is seeking to transact business with the NAP Board.
- Acting as a broker, finder, go-between, or otherwise for the benefit of a third party in transactions involving or potentially involving the NAP Board or its interests.
- Holding a significant financial or control interest, or a position of influence, in any organization with which the NAP Board does business or is seeking to do business (e.g., the NAP vendors, contractors, collaborators, or sponsors, both individual & private).
- Making or accepting referrals to or from outside providers or vendors of the NAP Board that may result in personal gain.
In any situation not specifically covered, individuals should consider carefully any potential conflict between their personal interests and the interests of the NAP Board and either refrain from any action that might be perceived as creating an actual or potential conflict of interest, or (at a minimum) disclose such potential conflict in accordance with the disclosure procedures set forth below.
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.
Disclosure Requirement and Procedures for Review
Each NAP Board member, officer, and key employee must disclose actual or potential conflicts of interest by completing the attached Policy Commitment Statement and Disclosure Form (“Disclosure Form”) on an annual basis. As any new activities or relationships arise, actual or potential conflicts must be disclosed in writing to the Executive Committee through the procedure identified by the Executive Committee. The Executive Committee shall maintain records of all disclosed conflicts and shall review and take appropriate action on all actual or potential conflicts.
If the Executive Committee determines that a conflict of interest exists, any interested persons shall abstain from participating in discussions or decision-making on issues related to the matter in which the person has an interest.
If the Executive Committee has reasonable cause to believe a person has failed to disclose actual or potential conflicts of interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose. If, after hearing the person’s response and after making any further investigation warranted by the circumstances, the Executive Committee determines the person has failed to disclose an actual or potential conflict of interest, it shall take appropriate disciplinary and corrective action. Intentional violation of this Policy constitutes cause for termination or removal. If a conflict of interest cannot be resolved through abstention, the interested person may be terminated or asked to resign as representative for the Advisory Board member organization.
Policy Commitment and Disclosure Form
for NAP Board Members, officers, and contract employees
By signing this form, I acknowledge that I have read and understand the NAP Board Code of Ethics, Confidentiality, and Conflict of Interest Policy, and agree to comply with it.