SECTION 1. PURPOSE:
The American Society of Human Genetics (ASHG) is a nonprofit, tax-exempt organization. Maintenance of its tax-exempt status is important both for its continued financial stability and for public support. Therefore, the IRS and state regulatory and tax officials, view the operations of ASHG as a public trust, which is subject to scrutiny by and accountable to such governmental authorities and members of the public.
Consequently, there exists between ASHG and its Board, officers, management employees and the public, a fiduciary duty, which carries with it a broad and unbending duty of loyalty and fidelity to the organization. The board, officers, and management employees have the responsibility of administering the affairs of ASHG honestly and prudently, and of exercising their best care, skill, and judgment for the sole benefit of ASHG. Those persons shall exercise the utmost good faith in all transactions involved in their duties, and shall not use their positions with ASHG or knowledge gained therefrom for their personal benefit. The interests of the organization must be priority in all the actions of the Board, officers, and management employees, and may not be affected by any conflicts or personal interests.
SECTION 2. PERSONS CONCERNED:
This statement is directed not only to the ASHG Board, officers, and management employees but also to all employees who have the authority to influence the actions of ASHG.
SECTION 3. AREAS WHERE CONFLICTS MAY ARISE:
Conflicts of interest may arise in the relationships of Board, officers, and management employees, with any of the following third parties:
- Persons and firms supplying goods and services to ASHG.
- Persons and firms from whom ASHG leases property and equipment and or is dealing with or planning to deal with major purchases and vendor contracts.
- Persons connected with competing or affinity organizations.
- Donors and others supporting ASHG.
- Agencies, organizations and associations that affect the operations of ASHG.
- Family members, friends, and other employees.
- Academic or research institutions who are seeking awards, grants or recognition from ASHG.
SECTION 4. NATURE OF CONFLICTING INTEREST:
A conflicting interest may be defined as an interest, direct or indirect, with any persons or entity mentioned in Section 3. Such an interest may arise through:
- Ownership or other proprietary interests in any third party dealing with ASHG.
- Holding office, serving on the board, participating in management, or being otherwise employed (or formerly employed) with any third party dealing with ASHG.
- Receiving remuneration for services with respect to individual transactions involving ASHG.
- Using ASHG’s time, personnel, equipment, supplies, or good will for other than ASHG approved activities, programs, and purposes.
- Receiving personal gifts or loans from third parties dealing or competing with ASHG.
- Having a professional relationship with an academic or research institution or a student that is seeking recognition, approval of a theory or a process, an award or a grant from ASHG.
SECTION 5. INTERPRETATION OF THIS STATEMENT OF POLICY:
The areas of conflicting interest listed in Section 3, and the relations in those areas which may give rise to conflict, as listed in Section 4, are not exhaustive. Conflicts may arise in other areas or through other relations. It is assumed that the board, officers, and management employees will recognize such areas and relation by analogy.
The fact that one of the interests described in Section 4 exists does not necessarily mean that a conflict exists, or that the conflict, if it exists, is material enough to be of practical importance, or if material, that upon full disclosure of all relevant facts and circumstances it is necessarily adverse to the interests of ASHG.
However, it is the policy of the Board that the existence of any of the interests described in Section 4 shall be disclosed before any transaction is consummated. It shall be the continuing responsibility of the board, officers, and management employees to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make such disclosures.
SECTION 6. DISCLOSURE POLICY AND PROCEDURE:
Transactions with parties with whom a conflicting interest exists may be undertaken only if all of the following are observed:
- The conflicting interest is fully disclosed;
- The person with the conflict of interest is excluded from the discussion and approval of such transaction; and,
- The Board has determined that the transaction is in the best interest of the organization.
Disclosure of conflicts in the organization should be made to the Chief Executive Officer (or if he or she is the one with the conflict, then to the President), who shall bring the matter to the attention of the Board. Disclosure involving the Board should be made to the President, (or if the President is the one with the conflict, then to the President-elect), who shall bring these matters to the [board or a duly constituted committee thereof].
The Board shall determine whether a conflict exists and in the case of an existing conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable to ASHG. The decision of the Board on these matters will rest in their sole discretion, and their concern must be the welfare of ASHG and the advancement of its purpose.