Conflict of Interest Policy

This conflict of interest policy is designed to help any person serving as a director, officer or member of a Board, committee or task force of the Academy of Nutrition and Dietetics identify situations that present potential conflicts of interest and to provide the Academy with a procedure that will allow a transaction to be treated as valid and binding even if a director, officer or member of an Academy Board, committee or task force has or may have a conflict of interest with respect to the transaction. The policy is intended to comply with the procedure prescribed in The Illinois General Not for Profit Corporation Act, 805 ILCS 105/108.6, and the Federal Internal Revenue Code (the "Statutes") governing conflicts of interest for directors of nonprofit corporations. In the event there is an inconsistency between the requirements and procedures prescribed herein and those in the Statutes, the Statutes shall control. All capitalized terms are defined in Part 2 of this policy.

  1. Conflict of Interest Defined

    For purposes of this policy, the following circumstances shall be deemed to create Conflicts of Interest:
    1. Outside Interests
      1. A Contract or Transaction between the Academy and a Responsible Person or Family Member.
      2. A Contract or Transaction between the Academy and an entity in which a Responsible Person or Family Member has a Material Financial Interest or of which such person is a director, officer, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator or other legal representative.
    2. Outside Activities
      1. A Responsible Person competing with the Academy in the rendering of services or in any other Contract or Transaction with a third party.
      2. A Responsible Person's having a Material Financial Interest in, or serving as a director, officer, employee, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator or other legal representative of, or consultant to; an entity or individual that competes with the Academy in the provision of services or in any other Contract or Transaction with a third party. 
          
  2. Definitions
    1. A "Conflict of Interest" is any circumstance described in Part 1 of this Policy.
    2. A "Responsible Person" is any person serving as director, officer or member of an Academy Board committee or task force.
    3. A "Family Member" is a spouse, parent, child or spouse of a child, brother, sister, or spouse of a brother or sister, of a Responsible Person.
    4. A "Material Financial Interest" in an entity is a financial interest of any kind, which, in view of all the circumstances, is substantial enough that it would, or reasonably could, affect a Responsible Person's or Family Member's judgment with respect to transactions to which the entity is a party.
    5. A "Contract or Transaction" is any agreement or relationship involving the sale or purchase of goods, services, or rights of any kind, the providing or receipt of a loan or grant, or the establishment of any other type of pecuniary relationship with the Academy. The making of a gift to the Academy is not a Contract or Transaction. 
        
  3. Procedures
    1. Prior to board, committee or task force action on a Contract or Transaction involving a Conflict of Interest, a director, officer, committee or task force member having a Conflict of Interest and who is in attendance at the meeting shall disclose all facts material to the Conflict of Interest. Such disclosure shall be reflected in the minutes of the meeting.
    2. A director, officer, committee or task force member who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a Conflict of Interest shall disclose to the President or chair of the meeting all facts material to the Conflict of Interest. The President shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting.
    3. A person who has a Conflict of Interest shall not participate in or be permitted to hear the Board's, committee's or task force discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting.
    4. A person who has a Conflict of Interest with respect to a Contract or Transaction that will be voted on at a meeting may be counted in determining the presence of a quorum for purposes of the vote, but may not be counted when the Board of Directors, committee's or task force's takes action on the Transaction or Contract. The person having a conflict of interest may not vote on the Contract or Transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person's ineligibility to vote shall be reflected in the minutes of the meeting.
    5. Responsible Persons who are not members of the Board of Directors of the Academy, or who have a Conflict of Interest with respect to a Contract or Transaction that is not the subject of Board, committee or task force action, shall disclose to the President or the President's designee any Conflict of Interest that such Responsible Person has with respect to a Contract or Transaction. Such disclosure shall be made as soon as the Conflict of Interest is known to the Responsible Person. The Responsible Person shall refrain from any action that may affect the Academy's participation in such Contract or Transaction.

    In the event it is not clear whether a Conflict of Interest exists, the individual with the potential conflict shall disclose the circumstances to the President or the President's designee, who shall determine whether there exists a Conflict of Interest that is subject to this policy.

  4. Confidentiality
    1. Each Responsible Person shall exercise care not to disclose confidential information acquired in connection with such status or information the disclosure of which might be adverse to the interests of the Academy in accordance with the Academy's Confidentiality Policy currently in effect. 
       
  5. Review of Policy
    1. Each new Responsible Person shall be required to review a copy of this policy and to acknowledge in writing that he or she has done so.
    2. Each Responsible Person shall annually complete a disclosure form identifying any relationships, positions or circumstances in which the Responsible Person is involved that he or she believes could lead to a Conflict of Interest. Such relationships, positions or circumstances might include service as a director of or consultant to a nonprofit organization, or ownership of a business that might provide goods or services to the Academy.
    3. This policy shall be reviewed annually by each member of the Board of Directors, committees or task forces. Any changes to the policy shall be communicated immediately to all Responsible Persons.