Members of ISA expect high standards of integrity of themselves and of other members. ISA members should not participate in any board or committee decision for which they may be unable to maintain professional objectivity because of a personal situation, employment, or other conflict of interest and should disclose anything in which a conflict could be perceived.
1. Purpose
The purpose of the conflict of interest policy is to protect ISA’s interests when it or any of its business entities, including its sections, contemplate entering into a transaction or arrangement that might benefit the private interest of an ISA member. The policy details how to identify and handle potential conflicts of interest in a legal and ethical manner.
2. Definitions
- Conflict of Interest: A conflict of interest arises when a person in a position of authority or influence within an organization votes or influences actions that could substantially and directly benefit his or her professional, personal, financial or business interests.
- Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family.
- An ownership, investment interest, or compensation arrangement with any entity or individual with which the Society has or is negotiating a transaction or arrangement,
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Society has or is negotiating a transaction or arrangement.
- Compensation: Compensation includes direct and indirect remuneration, as well as gifts or favors that are not insubstantial.
3. Use of ISA Confidential Information or ISA Resources
Members may not use ISA confidential information for his or her own personal benefit or disclose ISA information to third parties, including employers, unless the information is already public. Likewise, a member must use ISA resources, including property, facilities, and financial resources, only for approved ISA activities.
4. Procedures
The chairperson of any ISA activity should make all members aware of the Conflict of Interest policy, noting that a financial interest is not necessarily a conflict of interest.
- Duty to Disclose: It is the responsibility of all ISA members and volunteers to consider each item of business where they have a vote or decision-making authority to determine if a real or perceived conflict of interest may exist. Any such recognized conflict must be disclosed immediately to the person or governing body in charge of the activity.
- Determining Conflict of Interest: An ISA chairperson, upon sensing or being advised of a possible conflict of interest, should not proceed with deliberation on an issue until there has been an opportunity to address possible conflicts of interest on the part of participating members in the activity. After disclosure of the financial and all material facts, and after any discussion with the person, he/she shall leave the meeting while the determination of a conflict of interest is discussed and voted upon by the remaining members.In most cases, a determination that a person has a conflict does not compel a person to relinquish their leadership position within ISA. The decision-making body, the member, or ISA itself, may determine that the extent of a person’s financial interest would require the person to remove themselves from the relationship.
- Documenting Actions: The minutes of meetings should reflect any disclosure, the name of the disclosing member, the nature of the disclosure, that the member abstained and was not present during the discussion and vote, that a quorum existed not counting such member, and the results of the decision regarding if the disclosure was a conflict.
5. Compensation
While positions on the ISA Executive Board or other governing groups or committees are not directly compensated positions, rules are provided for those members who receive compensation, directly or indirectly, from the Society for services.
- The member is precluded from voting on matters pertaining to that member's compensation.
- The member can provide information to the committee regarding compensation.
No transaction shall be voidable because of an identified conflict provided that the transaction is approved in accordance with this policy, is determined to be in the best interests of ISA, and that the compensation is reasonable and does not exceed fair market value.
6. Annual Statements of Affirmation and Periodic Review
All members are subject to the conflict of interest policy. Before taking office and annually thereafter, members of the Executive Board will sign a statement affirming they have received, reviewed, understand, and agree to comply with the policy. The Executive Board will periodically review any documented conflicts of interest.
Any member with questions about or desiring to discuss or seek further interpretation of this policy should contact the ISA President.