(Council Policy Manual 3.5.1 – Adopted 11/2014)
The purpose of the conflict of interest policy is to protect AIS’ interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an employee, contractor, officer or Council member of AIS or might result in a possible excess benefit transaction.
1. Interested Person: Any employee, contractor, Council member, officer, or member of a committee with Council delegated powers, who has a direct or indirect financial, academic, or programmatic interest, as defined below, is an interested person.
2. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which AIS has a transaction or arrangement,
b. A compensation arrangement with AIS or with any entity or individual with which AIS has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which AIS is negotiating a transaction or arrangement. Compensation includes 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 Procedures, Item 2 of this policy, a person who has a financial interest may have a conflict of interest only if Council or the appropriate committee decides that a conflict of interest exists.
3. Academic or Programmatic Interest: A person has an academic or programmatic interest if the person has, directly or indirectly, leadership or other intensive interests that might give rise to substantial time commitments outside of AIS. The following are examples of academic or programmatic interests that can give rise to conflict:
a. Edit, control, or otherwise advance the mission of a journal or publication owned by AIS while also advancing the financial interest of non-AIS owned entities,
b. Sponsor, manage, advise, or otherwise promote a conference, meeting, or assembly that is owned by AIS while also advancing the financial interest of non-AIS owned entities.
1. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of a conflict of interest and be given the opportunity to disclose all material facts to the directors and members of committees with Council delegated powers to consider the proposed transaction or arrangement.
2. After disclosure of the conflict of interest and all material facts, and after any discussion with the interested person, he/she shall leave the Council or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Council or committee members shall decide if a conflict of interest exists.
3. The chairperson of Council or the committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
4. After exercising due diligence, Council or the committee shall determine whether AIS 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.
5. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, Council or the committee shall determine by a majority vote of the disinterested Council members whether the transaction or arrangement is in AIS’ best interest, for its own benefit, and whether it is fair and reasonable, then make its decision as to whether to enter into the transaction or arrangement.
6. If Council or the committee has reasonable cause to believe an individual has failed to disclose actual or possible conflicts of interest, it shall inform the individual of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
7. If, after hearing the individual’s response and after making further investigation as warranted by the circumstances, Council or the committee determines the individual has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
1. The minutes of the Council and all committee meetings with Council delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have an actual or possible conflict of interest, the nature of the conflict of interest, any action taken to determine whether a conflict of interest was present, and the Council’s or committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, whether or not any alternatives to the proposed transaction or arrangement were considered, and a record of any votes taken in connection with the proceedings.
2. A voting member of Council who receives compensation, directly or indirectly, from AIS for services is precluded from voting on matters pertaining to that member’s compensation.
3. Each Council member, officer, employee, contractor, and member of a committee with Council-delegated powers shall annually sign a statement (see Addendum for form) which affirms that he/she:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy, and
c. Has agreed to comply with the policy.
4. The signed Conflict of Interest statement shall be kept on file in the AIS office.