CONFLICT OF INTEREST POLICY
FOR THE BOARD OF DIRECTORS, COMMITTEE MEMBERS AND EMPLOYEES
OF THE ASSOCIATION OF BLACK CARDIOLOGISTS, INC.
I. PURPOSE
The Association of Black Cardiologists, Inc. (ABC) developed this Conflict of Interest Policy (Policy) to protect the interests of ABC when it contemplates entering into a transaction or arrangement that might benefit the private interest of an officer, director, member or employee of the ABC. This Policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to non-profit and tax-exempt, charitable organizations.
II. DEFINITIONS
A. Interested Person
Any director, officer, employee or member of a committee with Board-delegated powers who has a direct or indirect Conflict of Interest, as defined below, is an Interested Person.
B. Immediate Family
A person’s spouse, parents, grandparents, step-parents, children, siblings, mothers-in-law and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone who share such person’s home.
C. Conflict of Interest
A person has an actual or possible Conflict of Interest if such person has, directly or indirectly through business, investment or family:
1. An ownership or investment interest in any entity with which the ABC or ABC’s subsidiaries (collectively, the ABC Entities) has a transaction or arrangement.
2. A compensation arrangement with the ABC Entities or with any entity or individual with which the ABC Entities have a transaction or arrangement.
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the ABC Entities are negotiating a transaction or arrangement, or
4. An ownership or investment interest in, or position as a member, stockholder, director, officer or employee of, any entity that (1) is a competitor of the ABC Entities, or (2) has a transaction or arrangement with the ABC Entities.
Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.
D. Disinterested Person
Any director, officer, employee or member of a committee with Board-delegated powers who is not an Interested Person with respect to a particular transaction or arrangement shall be considered a Disinterested Person for purposes of such transaction or arrangement.
III. PROCEDURES
A. Duty to Disclose
In connection with any actual or possible Conflict of Interest regarding a particular transaction or arrangement that the ABC Entities (1) are contemplating the consummation of, or (2) have completed the consummation of, an Interested Person must disclose to the directors and members of committees with Board-delegated powers the existence and nature of his or her Conflict of Interest and all material facts related thereto.
B. Determining Whether a Conflict of Interest Exists
After disclosure of the actual or possible Conflict of Interest and all material facts, and after any discussion with the Interested Person, he or she shall leave the Board or committee meeting while the determination of a Conflict of Interest is discussed and voted upon. The remaining Board or committee members shall decide if a Conflict of Interest exists with respect to that particular transaction or arrangement.
C. Procedures for Addressing the Conflict of Interest
1. An Interested Person may make a presentation at the Board or committee meeting, but after such presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the Conflict of Interest.
2. The Chair of the Board or applicable committee shall, if appropriate, appoint a Disinterested Person or committee to investigate alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the Board or committee shall determine whether the ABC Entities can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a Conflict of Interest, the Board or committee shall determine by a majority vote of the disinterested members whether the transaction or arrangement is in the best interest of the ABC Entities and for its own benefit and whether the transaction or arrangement is fair and reasonable to the ABC Entities and shall make a decision as to whether to enter into the transaction or arrangement in conformity with such determination.
D. Violations of the Conflict of Interest Policy
1. If the Board or committee has reasonable cause to believe that a director, member of a committee with Board-delegated powers, employee or officer has failed to disclose actual or possible Conflicts of Interest, it shall inform such director, member, employee or officer of the basis for such belief and afford the director, member, employee or officer an opportunity to explain the alleged failure to disclose.
2. If, after hearing the response of the director, member, employee or officer and making such further investigation as may be warranted in the circumstances, the Board or committee determines that the director, member, employee or officer has in fact failed to disclose an actual or possible Conflict of Interest, it shall take appropriate disciplinary and corrective action, which could include removal from the Board, or termination of employment, as the case may be.
IV. RECORDS OF PROCEEDINGS
The minutes from meetings of the Board and all committees with Board-delegated powers shall contain:
A. The names of the persons who disclosed or otherwise were found to have a Conflict of Interest, the nature of the Conflict of Interest, any action taken to determine whether a Conflict of Interest was present, and the Board’s or committees 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, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.
V. COMPENSATION
A voting member of the Board who receives compensation, directly or indirectly, from the ABC Entities for services is precluded (torn voting on matters pertaining to such member’s compensation). A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the ABC Entities or services is precluded from voting on matters pertaining to such member’s compensation.
VI. STATEMENTS
Each director, officer, employee and member at a committee with Board-delegated powers shall annually sign a statement that affirms that such person:
A. Has received a copy of the Policy;
B. Has read and understands the Policy;
C. Has agreed to comply with the Policy, and
D. Understands that ABC is a tax-exempt, charitable organization and that in order to maintain its tax-exempt status ABC must engage primarily in activities that accomplish one or more of its tax-exempt, charitable purposes.
In addition, each director, officer, employee and member of a committee with Board-delegated powers shall include on the annual statement the following information:
A. A listing and description of his or her (and his or her immediate family members) business and professional activities and
B. Disclosure of any actual or potential Conflicts of Interests
VII. PERIODIC REVIEWS
To ensure that the ABC operates in a manner consistent with its tax-exempt, charitable purposes and that it does not engage in activities that could jeopardize its status as a tax-exempt organization, the Board shall conduct periodic reviews of the operations and activities of the ABC, including a review of transactions and arrangements with Board members, employees or officers.
VIII. USE OF OUTSIDE EXPERTS
In conducting periodic reviews of this policy and of activities relevant to this Policy, the ABC may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring that periodic reviews are conducted.
CONFLICT OF INTEREST STATEMENT
Certification:
I hereby certify, as a(n) Board Member, Committee Member, Employee and/or Officer of the Association of Black Cardiologists, Inc., as to the following:
1. I have received, read and understand the Association of Black Cardiologists, Inc.’s Conflicts of Interest Policy.
2. I hereby agree to comply with the terms of the Association of Black Cardiologists, Inc.’s Conflict of Interest Policy.
3. I understand and acknowledge that (a) the Association of Black Cardiologists, Inc. is a tax-exempt, charitable organization, and (b) in order to maintain its tax-exempt status, the Association of Black Cardiologists, Inc. must engage primarily in activities that accomplish one or more of its tax-exempt, charitable purposes.