Conflict of Interest Policy and Disclosure Form

Purpose

Members of AGA's National Governing Board (NGB) must act at all times in the best interests of the association. The purpose of this policy is to assist the NGB in managing conflicts of interest, identifying and disclosing actual and potential conflicts, and ensuring the avoidance of conflicts of interest as necessary.

This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.

Conflict of Interest Policy

NGB members have a fiduciary duty to conduct themselves without conflict in the interests of AGA. In their capacity as NGB members, they must subordinate personal, individual business, third-party, and other interests to the welfare and best interests of AGA.

A conflict of interest is a transaction or relationship which presents or may present a conflict between an NGB member’s obligation to AGA and the NGB member’s personal, professional, business or other interests.

Examples of Potential Conflicts of Interest. This is not a comprehensive list. It is intended only to be illustrative.

  • AGA is planning to engage a consultant, and an NGB member wants his or her sister's company to bid for the position. 
  • An NGB member serving simultaneously on the board of another organization is expected to help raise funds for both AGA and the other organization and discoveres he or she is expected to approach the same people or organizations for donations to both groups.
  • An NGB member with a financial or personal interest in an organization with which AGA does business could be perceived to be in a position to influence relevant business decisions.

Every conflict of interest is not necessarily prohibited or harmful to AGA. However, full disclosure of all actual and potential conflicts is required.

All NGB members must disclose the identity of their employer and make it known to all parties involved when representing AGA.

NGB members must disclose all actual and potential conflicts of interest to AGA's CEO and National President through the annual disclosure form and/or whenever a conflict arises. The CEO will provide all such disclosures to the remaining members of the NGB.

The remaining members of the NGB shall determine whether conflict exists and whether subsequent action is appropriate, and what, if any, action should be taken. The NGB shall inform the member of such determination and action. The NGB shall retain the right to modify or reverse such determinations and actions. Likewise, the NGB shall retain ultimate enforcement authority for interpretation and application of this policy.

On an annual basis, all NGB members shall be provided a copy of this conflict of interest policy. They will be required to complete and sign the acknowledgment and disclosure form below. All completed forms as well as all other conflict information provided by NGB members shall be provided to AGA's CEO and shared with the NGB. 

Procedures

Duty to Disclose: In connection with any actual or possible conflict of interest, NGB members must disclose all material facts to the CEO and National President, who will then provide any such disclosures to the other members of the NGB. Any personally sensitive information should be clearly marked as such on the disclosure form, and the association will use reasonable efforts to keep such information confined within the NGB. If a request for confidentiality would preclude the NGB from fairly evaluating the disclosure, the NGB may choose to address such a request in the NGB's determination regarding corrective measures.

Recusal: Any NGB member may recuse himself or herself at any time from involvement in any decision or discussion in which the NGB member believes he or she has or may have a conflict of interest, without going through the process for determining whether a conflict of interest exists.

Determining Whether a Conflict of Interest Exists: After disclosure of all facts, and after any discussion with the interested person, he or she shall leave the NGB meeting while the determination of a conflict of interest is discussed and voted upon. The remaining NGB members shall decide if a conflict of interest exists.

Procedures for Addressing Conflicts of Interest

An interested person may make a presentation at the NGB meeting. After the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

The CEO shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

After exercising due diligence, the NGB shall determine if a conflict of interest exists.

Violations of the Conflict of Interest Policy

If the NGB has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, the board shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

If, after hearing the member's response and after making further investigation as warranted by the circumstances, the NGB determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Corrective Measures

In the event a conflict of interest is found to exist, the means of managing that conflict will be determined by the remaining members of the NGB. The conflicted member may provide input in this regard, but the decision resides with the remaining NGB members.

The following corrective measures are available:

  • Disclosure to the governance body. In most cases, it is expected that the possibility of subjectivity or bias will be sufficiently offset by disclosing the potential conflict to the entire NGB.
  • Recusal. In some instances it may be determined that avoiding conflicts of interest, or even the mere appearance of conflicts of interest, will dictate that the disclosing individual should avoid discussions, debates and decision-making on subjects related to the disclosure. The disclosing individual will remain a member of the NGB but will withdraw from portions of meetings or activities appropriately.
  • Resignation. Some situations, expected to be rare, could arise in which the NGB member’s potential conflict is so extensive or pervasive that, in the view of the remaining NGB members, the individual’s involvement in discussions, debates or decision-making on any subject will be adversely affected. In that case, the disclosing member may elect to resign or, alternatively, may be asked to resign.

Records of Proceedings

The minutes of the NGB Executive Session (which includes only voting members of the NGB) shall contain:

  • The name of the individual who disclosed or otherwise was 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 NGB’s decision as to whether a conflict of interest in fact existed.
  • The names of the individuals who were present for discussion, the nature of the discussion, and a record of any votes taken in connection with the discussion.

Annual Statements

Each NGB member shall annually sign a statement which affirms that he or she has:

  • Received a copy of the conflict of interest policy.
  • Read and understands the policy.
  • Agreed to comply with the policy.
  • Understood that AGA is a nonprofit and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

If at any time during the year, the information in the annual statement changes materially, the NGB member shall disclose such changes and revise the annual disclosure form.

The CEO shall regularly and consistently monitor and enforce compliance with this policy by reviewing annual statements and taking such other actions as are necessary for effective oversight.