|
|
|
|
Chicago Association for Research and Education in Science
CONFLICT OF INTEREST POLICY
March 26, 2004
- Application of Policy: This policy is intended to supplement, but not replace, federal or state laws governing conflicts of interest applicable to the Chicago Association for Research and Education in Science (CARES). This policy applies to Board members and staff with significant decision-making authority to include, at the least, the Executive Director and Associate Executive Director (CARES Staff). Persons covered under this policy, as well as their relatives and associates, are hereinafter referred to as "interested parties."
- A conflict of interest may exist when the interests or concerns of an interested party may be seen as competing with the interests or concerns of CARES. There are a variety of situations that raise conflict of interest concerns including, but not limited to, the following:
anism, must be approved by the Executive Director (and/or designee) or President.
- A.Financial Interests: A conflict may exist where an interested party directly or indirectly benefits or profits as a result of a decision, policy or transaction made by CARES. Examples include situations where:
- CARES contracts to purchase or lease goods, services, or properties from an interested party.
- CARES offers employment to an interested party, other than a person who is already employed by CARES.
- An interested party is provided with a gift, gratuity, or favor of a substantial nature from a person or entity that does business or seeks to do business with CARES.
- An interested party is gratuitously provided use of the facilities, property, or services of CARES.
- CARES adopts a policy that financially benefits an interested party.
A financial interest is not necessarily a conflict of interest. A financial conflict of interest exists only when the board decides a person with a financial interest has a conflict of interest.
- Other Interests - A conflict also may exist where an interested party obtains a non-
financial benefit or advantage that he/she would not have obtained absent his/her relationship with CARES. Examples include where:
- An interested party seeks to obtain preferential treatment by CARES or recognition for himself/herself or another interested party.
- An interested party seeks to make use of confidential information obtained from CARES for his/her own benefit (not necessarily financial) or for the benefit of another interested party.
- An interested party seeks to take advantage of an opportunity or enables another interested person or other organization to take advantage of an opportunity that he/she has reason to believe would be of interest to CARES.
- CARES adopts a policy that provides a significant non-financial benefit to an interested party.
A conflict of interest exists only when the Board of Directors decides there is a conflict
- Reporting Procedure(s)
- The Affirmation of Compliance (Attachment A) form shall be completed by each Board member and each CARES Staff member upon adoption of this policy. Future new Board members and new CARES Staff will complete this document upon appointment. Board members and CARES Staff will re-affirm on an annual basis.
- The Conflict of Interest Disclosure Questionnaire (Attachment B ) form will be completed by each Board member and each CARES Staff member upon adoption of this policy by the Board. Future new Board members and CARES Staff will complete the questionnaire upon appointment.
- Future Disclosure of Potential Conflicts of Interest: An interested party is under a continuing obligation to disclose any potential conflict of interest as soon as it is known or reasonably should be known. This requires that an interested party complete an additional Conflict of Interest Questionaire and fully and completely disclose, in writing, the material facts about any potential conflicts of interest. These are to then be submitted to the designated reviewing official.
- Designated Reviewing Officials: The forms for Board members (excepting the Executive Director), shall be provided to the Executive Director for Review. The forms of the Executive Director shall be provided to the President for review. The designated reviewing official is responsible for bringing potential conflicts to the attention of the Board.
- Procedures for Review of Potential Conflicts: Whenever there is reason to believe that a potential conflict of interest exists between CARES and a Board member or the Executive Director, Associate Executive Director or other interested party, the Board of Directors shall determine the appropriate response. This shall include, but not necessarily be limited to, invoking the procedures described below with respect to a specific proposed action, policy or transaction. The designated reviewing official has a responsibility to bring a potential conflict of interest to the attention of the Board for deliberation at the next regular meeting of the Board or, if warranted, during a special meeting called specifically to review the potential conflict of interest. Where the potential conflict involves an employee of CARES, other than the Executive Director, the Executive Director shall be responsible for reviewing the matter and may take appropriate action in advance of the meeting of the Board as necessary to protect the interests of CARES. The Executive Director shall report to the President the results of any review and the action taken. The Board shall be apprised in all such cases.
- Procedures for Addressing Conflicts of Interest
- Where a conflict exists between the interests of CARES and an interested party with respect to a specific proposed action, policy or transaction, the Board of Directors shall consider the matter during a meeting of the Board. CARES shall refrain from acting until such time as the proposed action, policy or transaction has been approved by the disinterested members of the Board of Directors.
- An interested party who has a conflict of interest with respect to a proposed action, policy or transaction of the corporation shall not participate in any way in, or be present during, the deliberations and decision-making vote of the CARES Board of Directors with respect to such action, policy or transaction. However, the interested party shall have an opportunity to provide factual information about the proposed conflict and/or action, policy or transaction. Also, the Board may request that the interested party be available to answer questions.
- The Board shall consider whether the terms of the proposed action, transaction or policy are fair and reasonable to CARES and whether it would be possible, with reasonable effort, to find a more advantageous arrangement with a disinterested party or entity. The disinterested members of the Board of Directors may approve the proposed action, policy or transaction upon finding that it is in the best interests of CARES. Approval by the disinterested members of the Board of Directors shall be by vote of a majority of directors in attendance at a meeting at which a quorum is present.
- An interested party shall not be counted for purposes of determining whether a quorum is present, nor for purposes of determining what constitutes a majority vote of directors in attendance.
- The minutes of the meeting shall reflect that the conflict disclosure was made to the Board, the vote taken and, where applicable, the abstention from voting and participation by the interested party. Whenever possible, the minutes should frame the decision of the Board in such a way that it provides guidance for consideration of future conflict of interest situations.
- Confidentiality The forms and attachments (if any) shall be treated as confidential and kept on file in the CARES Office.
- Violations of Conflict of Interest Policy: If the Board of Directors has reason to believe that an interested party has failed to disclose a potential conflict of interest, it shall inform
the person of the basis for such belief and allow the person an opportunity to explain the alleged failure to disclose. If the Board decides that the interested party has in fact failed to disclose a possible conflict of interest, the Board shall take such disciplinary and corrective action as the Board shall determine.
|
|
|
|
|
|
