Arkansas Medical Society
Conflict of Interest Policy, Guidelines & Confidentiality Agreement
Preamble
The General Officers of the Arkansas Medical Society (“AMS” or “Society”) are the President, President-Elect, Immediate Past President, Vice-President, Secretary, Treasurer, Speaker of the House of Delegates, Vice Speaker of the House of Delegates, and district trustees. The duties of the Officers also extend to AMS’ Committee Members, the student trustee, the Delegates and Alternate Delegates to the American Medical Association, and to past presidents who serve as ex-officio members of the Board of Trustees. For purposes of this Policy, the term “Officers” will include all of the aforementioned.
Purpose
AMS establishes this Conflict of Interest Policy and provides guidelines to assist the Officers in resolving conflicts between the interests of AMS and any personal, organizational, or other competing interests. This Policy strives to ensure that Officers will not act for their own personal benefit or for the benefit of other organizations which may have conflicting interests to those of AMS, but instead will serve the best interests of AMS at all times. This Policy is created to help ensure that when an actual or potential conflict of interest arises, AMS has a process in place under which affected individuals may resolve the situation.
Definitions
The duty of care means that Officers are required to exercise ordinary and reasonable care in the performance of their duties, exhibiting honesty and good faith. The duty of care includes the duty to protect confidential association information.
The duty of obedience requires Officers to act consistently with the organization’s mission and purpose and its articles of incorporation, bylaws, and other policies or procedures, subject to general compliance with the law.
The duty of loyalty requires Officers to pursue the best interests of AMS, rather than his or her own personal or financial interests or those of some other individual or entity. The duty to act in the best interests of AMS requires Officers to act in good faith and to avoid placing their own interest or the interest of another entity above that of the AMS. The Officer’s duty of loyalty encompasses a duty to avoid and/or disclose conflicts of interest (professional, financial, or personal) and to provide undivided allegiances to AMS’ mission. The duty to avoid conflicts of interest includes the duty to avoid expropriating corporate opportunities available to the association and to avoid unjust enrichment. Pursuant to this duty, Officers should not speak against an official AMS position to outside entities. The reason for this position is that an Officer must be loyal to the AMS and all of its decisions, even when the Officer disagrees with an official position taken by the AMS.
Conflict of Interest means a personal or financial interest that makes it impossible, as a practical matter, for the member to make a decision in the best interests of AMS, without regard for the member’s private or personal interests. A conflict of interest occurs when an individual’s obligations to further an organization’s purpose is at odds with an individual’s other interests.
AMS Conflict of Interest & Confidentiality Policy
a. Policies
- Officers shall fully disclose actual and potential conflicts of interest.
- Officers shall maintain the confidentiality of confidential information and shall not disclose confidential or proprietary information for any purpose.
- In order to receive copies of confidential or proprietary information, officers must have a current and complete Disclosure Form on file with the AMS office.
b. The guidelines and procedures for disclosing conflicts of interest and handling confidential information are laid out in the following sections.
Guidelines: What must be disclosed?
In order to assist Officers in determining whether a conflict of interest exists, AMS establishes the following guidelines:
a. Material Financial Interests
An Officer shall disclose his or her financial interest in any entity which furnishes goods or services, or is seeking to furnish goods or services, to AMS. An Officer shall also disclose material financial interests of any members of the Officer’s immediate family. A conflict of interest may arise if the Officer is employed by, has a consulting arrangement with, or receives compensation from an organization that does business with AMS.
b. Participation in Other Organizations
Participation by AMS Officers as officers or members of boards or committees of other organizations is beneficial to AMS, as the Officers gain important expertise and establish business relationships. If the overall goals and objectives of AMS and another organization do not conflict, participation is permitted. If a conflict exists, the Officer shall disclose this information.
However, even when the goals and objectives do not conflict, a conflict of interest may arise when an Officer has fiduciary or other obligations to more than one organization and those obligations conflict. These conflicts may arise when an Officer has a duty of loyalty to AMS and a duty of loyalty to another organization and a matter arises at one organization that could detrimentally affect the interest of the other. In such cases, the Officer shall disclose this information.
c. Other relationships
Situations may arise, from time to time, where an Officer is unable to separate his or her personal interest in an issue from his or her obligation to objectively serve the interests of AMS. To insure that the Officer’s fiduciary obligations to AMS are met and that the interests of AMS are paramount, disclosure of any such personal interests is required. However, it is important to keep in mind that Officers will frequently have personal interest in and opinion on the issues that come before them.
d. Examples: Potential Conflicts of Interest
1. Being a board member, trustee, director, officer, employee or consultant of any healthcare organization or health related professional society
2. Having a financial interest in a business that furnishes goods or services to AMS
3. Public representation and advocacy, including lobbying on behalf of an organization other than AMS
4. Political activities, including holding or seeking public office, but excluding voting and political contributions
Guidelines: Confidential Information
Use of AMS Name & Official AMS Positions
In order to assist Officers in understanding how to handle confidential information and the proper use of the AMS name, AMS establishes the following guidelines:
a. Disclosure of Confidential Information
In the course of performing services to AMS, the Officers will have access to information that is confidential or proprietary to AMS. This information includes, but is not limited to, financial information, business plans, policy proposals and recommendations, policy development plans, confidential membership plans, and other information which may impede implementation of AMS activities if it were disclosed. An Officer shall maintain the confidentiality of such information and shall not disclose confidential or proprietary information for any purpose. An Officer shall use his or her best efforts to prevent unauthorized disclosure of confidential or proprietary information.
In the course of discussion, the Chair shall pronounce information as confidential and all Officers shall treat information as such. However, information not designated as confidential may still be confidential and proprietary in nature and Officer shall use his or her best judgment in determining if such information should still remain confidential.
b. Use of AMS Name
An Officer shall not use the AMS name or his or her affiliation with AMS in a manner that would incorrectly imply an AMS endorsement of policies or activities of another organization. A former Officer shall not use the AMS name or his or her affiliation with AMS for commercial gain.
c. Official AMS Positions
An Officer should not oppose an official AMS position as adopted by the House of Delegates or Board of Trustees to outside entities. Officers may discuss AMS positions with their constituents. It is expected that in discussions with their constituents, Officers will make a good faith effort to report the basis for conflicting views where members of the House of Delegates or Board of Trustees disagree.
Procedure
(1) A copy of the “AMS Conflict of Interest Policy and Guidelines” together with the “AMS Conflict of Interest Disclosure Form” shall be provided annually to each Officer and to certain employees in certain positions as determined by the Board of Trustees. The Disclosure Form shall be completed annually by all Officers and returned to the Executive Vice President. There is an ongoing requirement to promptly update the Disclosure Form as relationships or affiliations change and to report any future situation creating a possible conflict of interest.
It is expected that conflicts of interest will be disclosed verbally to the Board, Executive Committee, or other entity, as specific pertinent issues arise.
(2) At the beginning of all meetings of the Executive Committee, the Board of Trustees, or any Committee, the Chair shall inform all Officers of their responsibility to disclose conflicts. If a question of conflict of interest is raised by another during a Board of Trustees meeting, the Board shall convene into Executive Session to resolve the matter. AMS encourages all Officers and AMS Members to personally discuss conflict of interest matters with each other whenever the situation allows such one-on-one resolution.
(3) After disclosure it is appropriate for an Officer to participate in the discussion and vote on the issue, unless the Officer determines that the conflict of interest prevents him or her from being impartial. If the Officer does not believe that he or she can be impartial, that person must prevent the conflict from affecting AMS decisions or activities by refraining from discussion and/or vote. He or she should not be counted in determining the quorum for that vote and the minutes of the meeting should reflect that a disclosure was made and the abstention from voting.
(4) If the Officer does not disclose a conflict of interest and/or another Officer does not believe he or she should participate in discussion and/or vote, then the members of the Board or Committee may, by majority vote, exclude the Officer from participating in the discussion and/or vote on the matter. The Officer with the conflict of interest shall be entitled to participate in the discussion about his or her exclusion, but shall not participate in the vote. If a majority vote determines that the Officer should not vote on the matter, he or she should not be counted in determining the quorum for that vote and the minutes of the meeting should reflect that a disclosure was made and the abstention from voting.
(5) House of Delegates Meeting. Individuals speaking for or against an issue before the House of Delegates and any reference committee, have a responsibility to make the attendees aware of any conflicts of interest they may have with respect to the issue at hand. The Speaker, Vice Speaker, or reference committee chair, shall inform the attendees of their responsibility to disclose conflicts of interest prior to opening the floor or meeting to testimony.
**Initially adopted 7/23/2008; last amended 1/28/2015