Conflict of Interest Policy

Purpose

The Board of Directors of the American Health Law Association adopts this Conflict of Interest Policy for the purpose of identifying and ethically resolving conflicts of interest on the part of individuals affiliated with it.

Identification and resolution of conflicts of interest which may exist on the part of Directors, Officers, Committee Members, and Key Employees is required by standards promulgated by the Internal Revenue Code and Treasury Regulations governing tax-exempt organizations and by law of the District of Columbia applicable to nonprofit corporations. This policy is adopted to meet these requirements and as a matter of ethics and sound management practice.

Definitions

AHLA means American Health Law Association, a District of Columbia nonprofit corporation.

Committee means a committee or subcommittee established by the Board with board delegated powers. A committee or subcommittee that is purely an advisory committee is not a Committee.

Committee Member means a member of a Committee.

Compensation means direct and indirect remuneration as well as gifts or favors that are not insubstantial. Compensation does not include reimbursement of actual expenses incurred in connection with AHLA activities pursuant to AHLA's reimbursement policy for Directors and employees.

Conflict of Interest means that the Covered Person has directly or indirectly, through business, investment or a Family Member, a Financial Interest in a business or entity that provides goods or services to AHLA, purchases goods or services from AHLA, engages in any other business or financial transaction with AHLA, or directly competes with AHLA. A Conflict of Interest also means a Duality of Interest.

Covered Person means a Director, Officer, Committee Member or Key Employee.

Director means a member of the Board of Directors of AHLA.

Duality of Interest means any actual or potential benefit or detriment, other than one that would devolve on AHLA or its members generally, or a familial, financial, professional, employment, or other relationship that would reasonably be expected to impair the objectivity of a Covered Person's judgment when participating in the action to be taken.

Family Member means spouse, parents, grandparents, children (and their spouses), and grandchildren (and their spouses), and others living in the reporting person's home.

Financial Interest means any of the following:

an ownership or investment interest of 5% or more in any business or entity; or
status as a director, officer, manager, trustee, employee, or consultant for a business or entity; or
a compensation arrangement with a business or entity.

Key Employee means any person having organization-wide (not just departmental) responsibilities or powers similar to those of Officers. The Conflict Review Committee will periodically determine who is a Key Employee.

Officer means the President, President-Elect, President-Elect Designate, Secretary, Executive Vice President, and other Vice Presidents of AHLA.

Policy-Conflicts of Interest

Policy – Role when Serving as Covered Person

When serving in the role of a Covered Person to AHLA, each person serves AHLA in strictly an individual capacity. He or she does not serve in a representative capacity as the agent of, or as a spokesperson for, another business or entity. All decisions by persons serving in key decision-making capacities within AHLA should be based on the individual’s determination of what is in the best interest of AHLA, exercising his or her best care and judgment in making that determination.

Procedures – Ongoing

Duty to Disclose. Any possible Conflict of Interest on the part of any Covered Person should be disclosed to the Board of Directors or applicable Committee, and made a matter of record whenever it arises, or whenever it involves a matter of Board or Committee action.
Determining Whether to Disclose. Some circumstances in addition to those defined as a Conflict of Interest, might create an appearance of a Conflict of Interest with the Covered Person's activities on behalf of AHLA, or could influence decision-making, including instances where the actions or activities of an individual on behalf of AHLA also involve obtaining a personal gain or advantage, or have an adverse effect on his or her interests. For example, to accept gifts, excessive entertainment, or other favors from any outside concern that does business with AHLA or is a competitor of AHLA, under certain circumstances might give rise to a claim that such action was intended to influence or would possibly influence an individual in the performance of his or her duties. (This does not include the acceptance of items of nominal or minimal value that are clearly tokens of respect or friendship and are not related to any particular transaction or activity of AHLA).

Also, to disclose or use information relating to the business of AHLA for the personal profit or advantage of an individual or his or her Family Member would give rise to a conflict of interest (generally referred to as corporate opportunity).

Full disclosure of any such situation or any other circumstances in doubt should be made, to avoid any possible appearance of Conflict of Interest and permit an impartial and objective review whether a Conflict of Interest exists.
Evaluation of Conflict of Interest. Disclosure of a possible Conflict of Interest does not necessarily mean that a Conflict of Interest exists, but once disclosed, must in every case be evaluated by the Board or the applicable Committee, which shall determine if a Conflict of Interest exists.
Participation by Covered Person with Conflict of Interest. Any Covered Person having a Conflict of Interest in any matter should not vote or use his or her personal influence on the matter.

In cases in which the Conflict of Interest involves a direct Financial Interest in an arrangement or transaction, the following additional steps may be taken, at the discretion of the Board or the Committee:
The foregoing requirements should not be construed as preventing a Covered Person from briefly stating his or her position on the matter, nor from answering pertinent questions of other members at the meeting since his or her knowledge may be of assistance.
1. The Covered Person may be required to leave the meeting for the general discussion of the matter and the Board or Committee vote; and/or
2. A disinterested person or committee may be appointed to investigate alternatives to the proposed arrangement or transaction.
Approval of Conflict Transactions. Transactions involving persons with Conflicts of Interest must be approved in advance by a majority of disinterested Directors or Committee Members. Disinterested Directors or Committee Members are those Directors having no direct or indirect interest in the issue or transaction.
Standard for Approval of Conflict Transactions. In order to approve the arrangement or transaction which involves a direct Conflict of Interest, the Board or Committee must first find, by majority vote of disinterested Directors or Committee Members, at a meeting at which a quorum is present, that the arrangement or transaction is in the best interests of AHLA, is fair and reasonable to AHLA and, after reasonable investigation, the disinterested Directors or Committee members have determined that a more advantageous transaction or arrangement cannot be obtained with reasonable efforts under the circumstances.
Procedure for Compensation Matters. In addition to the above procedures addressing a Conflict of Interest, the following shall be observed with respect to matters of Compensation:
1. Directors may not vote on matters pertaining to their own Compensation. (Directors other than the Executive Vice President do not receive Compensation from AHLA.)
2. Committee Members may not vote on matters related to Compensation for the Committee Member's services.
Administrative Approval Procedure. The Board may from time to time adopt administrative approval procedures for small transactions with Conflicts of Interest that based on their size or materiality are not subject to Board or Committee approval.
Violations of the Conflicts of Interest Policy. If the Board or Committee has reasonable cause to believe a Covered Person has failed to disclose an actual or possible Conflict of Interest, it shall inform the Covered Person of the basis for such belief and afford the Covered Person an opportunity to explain the alleged failure to disclose. If, after hearing the Covered Person’s response and after making further investigation as warranted by the circumstances, the Board or Committee determines the Covered Person has failed to disclose an actual or possible Conflict of Interest, or has acted inappropriately with respect to such matter, it shall take appropriate disciplinary and corrective action, including, if appropriate, removal of the person from his or her office or position.
Records of Proceedings. The minutes of the Board or Committee meeting shall contain:
1. 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 Committee’s decision as to whether a Conflict of Interest in fact existed.
2. 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), whether the standard for approval of the transaction or arrangement was met, and a record of any votes taken.

Policy-Disclosure of Competing Activities by Directors

Disclosure of Related Activities

Certain activities with other organizations, while not Conflicts of Interest in themselves, may be related to those of AHLA and could contribute to or affect the success of AHLA or affect AHLA in other ways. The following activities, while not deemed impermissible, should be disclosed to AHLA:

Organizing or participating in the organization of an educational program(s) which focus on health law issues, other than those sponsored by the Director's law firm or primary employer or a health law organization that restricts its activities to a single state or those that have first been offered as a business opportunity to AHLA through its Executive Vice President. Participation as a speaker in, but not an organizer of, a program organized by others need not be disclosed.
Organizing, editing, writing or publishing, or assisting others in organizing, editing, writing or publishing a book on a health law topic other than those sponsored by the Director’s law firm or primary employer or a health law organization that restricts its activities to a single state or those that have first been offered as a business opportunity to AHLA through its Executive Vice President.
Organizing, editing or publishing a newsletter or similar publication on a health law topic, other than those sponsored by the Director’s law firm or primary employer or a health law organization that restricts its activities to a single state or those that have first been offered as a business opportunity to AHLA through its Executive Vice President.
Organizing, financing, serving as a director, incorporator or officer of any organization other than the Director's law firm or primary employer that provides or sponsors educational programs, books, or electronic services on health law topics and issues.

Use of Information

Disclosure of information identified in this Section may be used by AHLA to identify matters which may be of interest in planning AHLA activities or in evaluating persons for service as a Director or Officer or in carrying out various roles within AHLA.

Procedures-Initial and Annual Disclosure

All Covered Persons shall review this Policy and complete the attached Conflict of Interest Questionnaire upon initially affiliating with AHLA and annually thereafter.

Procedure – Orientation and Initial Disclosures. Upon election, appointment, or the beginning of the term of employment or other contract, Covered Persons newly affiliated with AHLA shall receive a copy of this Policy, plus a Conflict of Interest Questionnaire to be completed and returned within two (2) weeks of receipt.
Annual Disclosures. Each year, at an established time, a designated person within AHLA shall send disclosure questionnaires and a copy of this Policy to all Covered Persons. Persons receiving the questionnaire and Policy will be required to disclose potential or actual Conflicts of Interest and Related Activities and sign a statement which affirms such person has received a copy of this Policy, has read and understands the Policy, and agrees to comply with the Policy. Covered Persons who have not returned questionnaires will be contacted and follow-up will continue on a regular basis until all questionnaires have been returned. The information disclosed will be used to identify and resolve potential Conflicts of Interest and evaluate Related Activities.

Conflict Review Committee

The Governance Committee of the Board of Directors of AHLA shall serve as the Conflict Review Committee, unless, in its discretion, the Board chooses to undertake such function. When questionnaires or interim disclosures of any of the members of the Conflict Review Committee are being reviewed, the member being reviewed shall be excused from the Conflict Review Committee's deliberations and action.

The Conflict Review Committee shall:

Review all annual disclosure questionnaires and interim supplemental disclosures from persons subject to this Policy, identify Conflicts of Interest disclosed in such annual disclosure questionnaires or interim disclosures; investigate and evaluate, as necessary, potential Conflicts of Interest contained in annual disclosure questionnaires or interim disclosures; and provide a summary report to the Board;
Identify, by position or capacity, the employees to be designated as Key Employees subject to disclosure requirements under this Policy;
Periodically review this Policy and its implementation procedures to determine whether any changes are required and make recommendations to the Board.

Conflict of Interest Questionnaire

Questionnaire to: Officers, Directors, Committee Members, and Key Employees

This questionnaire is submitted to you pursuant to the Conflict of Interest Policy that is attached. Please refer to the Policy if you have questions.

Please answer all questions with respect to relationships that you or any Family Member may have with American Health Law Association (“AHLA").

Your answers to the questions below should reflect all current or anticipated relationships and transactions.

Conflict of Interest Disclosures

In answering these questions, you may disregard any: (i) contributions or sponsorships solicited and received by AHLA in the ordinary course of its educational and business operations, and (ii) memberships, conference attendance, webinars, publications, or similar products or services sold by AHLA in the ordinary course of its educational and business operations.

Do you have a Financial Interest, directly or indirectly through business, investment or a Family Member in a business or entity from which you have reason to believe (a) provides goods or services to AHLA, (b) purchases goods or services from AHLA, (c) engages in any other business or financial transaction with AHLA, or (d) directly competes with AHLA? A Financial Interest exists if you (a) hold any positions as a director, officer, manager, trustee, employee, consultant, or otherwise of the business or entity, (b) have any ownership or investment interest of 5% or more in the business or entity, or (c) have a compensation relationship with the business or entity.

Yes _____ No ______
Do you intend to or have any current potential to have any such Financial Interest?

Yes _____ No ______
Do you have any other familial, financial, professional, employment, or other relationship that would reasonably be expected to impair your objectivity when participating as an Officer, Director, Committee Member, or Key Employee of AHLA?

Yes _____ No ______

Disclosure of Competing Activities (For Directors Only)

To the best of your knowledge, are you currently organizing or participating in the organization of an educational program(s) which focuses in whole or part on health law issues, other than those sponsored by your law firm or primary employer or a health law organization that restricts its activities to a single state or those that have first been offered as a business opportunity to AHLA through its Executive Vice President? If the answer is “yes”, please supply us with the name and address of each sponsor of the program.

Yes_____ No _____
To the best of your knowledge, are you organizing, editing, writing or publishing, or assisting others in organizing, editing, writing or publishing a book(s) on a health law topic, other than those sponsored by your law firm or primary employer or a health law organization that restricts its activities to a single state or those that have first been offered as a business opportunity to AHLA through its Executive Vice President? If the is “yes”, please supply us with the name of each of the sponsors or participating organizations in the publication of such book(s).

Yes_____ No _____
To the best of your knowledge, are you organizing, editing or publishing a newsletter or similar publication on a health law topic other than those sponsored by your law firm or primary employer or a health law organization that restricts its activities to a single state or those that have first been offered as a business opportunity to AHLA through its Executive Vice President? If your answer to this question is “yes”, please supply us with the name of each sponsor or participating organization in this publication.

Yes_____ No _____
To the best of your knowledge, are you organizing, financing, serving as a director, incorporator or officer of any organization that provides or sponsors educational programs, publications, or electronic services on health law topics and issues, other than your law firm or primary employer? If your answer to this question is “yes”, please supply us with the name of each such organization.

Yes_____ No _____

If you have answered “Yes” to ANY question, please provide an explanation on the back of this questionnaire or an attached sheet.

By signing below, you acknowledge and agree that:

You have received a copy of the current Conflict of Interest Policy for AHLA, and you have read and understand the policy.
You understand that the Conflict of Interest Policy applies to AHLA, and to all Officers, Directors, Committee Members, and Key Employees.
You understand that your answers to all questions are to relate to AHLA with respect to current and anticipated relationships and transactions.
You understand that AHLA is a charitable organization and that in order to maintain its tax-exempt status it must continually engage primarily in activities that accomplish one or more of its tax-exempt purposes.
You will comply with the Conflict of Interest Policy, including reporting any changes in the foregoing responses that may result from changes in circumstances prior to the next questionnaire.

Amended by the Board of Directors: January 16, 2020
Approved by the Executive Committee: December 19, 2018
Approved by the Board of Directors: January 9, 2015