I. Purpose

The purpose of this conflict of interest policy is to protect the interests of the American Health Law Association when it is contemplating entering into a transaction, arrangement, or operating practice that might benefit the private interest of a Director, Officer, Committee Member, or Key Employee. It is also intended to address situations in which a Director, Officer, Committee Member, or Key Employee may have a duality of interest that may be adverse to AHLA. This policy is intended to supplement but not replace any applicable state or federal law governing conflicts of interest and fiduciary duty applicable to nonprofit and tax-exempt organizations.

II. Definitions

AHLA

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

Committee

means a committee or subcommittee of the Board of Directors established by the Board.

Committee Member

means a member of a Committee.

Compensation

means direct and indirect remuneration as well as gifts or favors that are material. 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 a Covered Person has, directly or indirectly, through business, investment, or a Family Member, a Financial Interest in an entity that provides goods or services to AHLA, purchases goods or services from AHLA, or engages in any other material business or financial transaction with AHLA. A Conflict of Interest may also include a Duality of Interest. However, a Financial Interest or a Duality of Interest is not necessarily a conflict of interest. A person who has a Financial Interest or a Duality of Interest may have a Conflict of Interest only if the Board or appropriate Board Committee decides that a Conflict of Interest exists.

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, while not constituting a Financial Interest, would reasonably be expected to impair the objectivity of a Covered Person's judgment when participating in any action to be taken by the Board, or would otherwise be adverse to the mission, vision, values, or purposes of AHLA. This shall include service in a substantial leadership or management role with another organization whose interests may be adverse to, in conflict with, or in competition with those of AHLA.

Family Member

means spouse, parents, grandparents, siblings, children (and their spouses), and grandchildren (and their spouses). For purposes of this policy, the term "spouse" shall include a member of a civil union recognized under state law.

Financial Interest

means any of the following:

1. a material ownership or investment interest in any entity with which AHLA has a transaction or arrangement, or
2. a material compensation arrangement with AHLA or with any entity or individual with which AHLA has a transaction or arrangement, or
3. a material ownership or investment interest in, or material compensation arrangement with, any entity or individual with which AHLA is negotiating a transaction or arrangement.

Key Employee

means any person having organization-wide (not just departmental) responsibilities or powers similar to those of Officers. The Executive Vice President will periodically determine who is a Key Employee, subject to the approval of the Conflict Review Committee. The IRS definition of a Key Employee used on Form 990 will serve as a guide for this purpose.

Officer

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

III. Policy — Conflicts of Interest

A. 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.

B. Procedures – Ongoing

1. Duty to Disclose. Any material Financial Interest or Duality of Interest on the part of any Covered Person must 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. The disclosure shall be in writing, on a form prescribed by the Board, and shall be submitted no less frequently than annually (see Section V, below). Disclosure forms shall be updated on an interim basis by the Covered Person whenever there has been a material change in the underlying facts and circumstances.
2. Determining Whether to Disclose. Some circumstances in addition to those defined as a Conflict of Interest under this policy, 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.

3. Evaluation of Conflict of Interest. Disclosure of a material Financial Interest or Duality 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.
4. Participation by Covered Person with Conflict of Interest. Any Covered Person determined to have an actual or potential 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:

   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.

   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.

5. 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.
6. Standard for Approval of Conflict Transactions. In order to approve the arrangement or transaction which involves a 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.
7. 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 for their services as Directors.)
   2. Committee Members may not vote on matters related to Compensation for the Committee Member's services.
8. 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 materiality are not subject to Board or Committee approval.
9. Violations of the Conflicts of Interest Policy. If the Board or Committee has reasonable cause to believe a Covered Person has failed to disclose a material Financial Interest or Duality 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 a material Financial Interest or Duality 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.
10. Records of Proceedings. The minutes of the Board or Committee meeting shall contain:
    1. The names of the persons who 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.

IV. Policy — Disclosure of Competing Activities by Directors

A. Disclosure of Related Activities

Certain activities with other organizations, while not necessarily qualifying as financial Conflicts of Interest under this policy, may be materially related to those of AHLA and could contribute to or adversely affect the success of AHLA or affect AHLA in other ways. The following activities should be disclosed to AHLA:

1. Organizing or participating in the organization of an educational program(s) which focuses on health law issues, other than those sponsored by the Director's primary employer or its related organizations, or sponsored by a health law organization that restricts its activities to a single state, or those educational programs 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.
2. Organizing, editing, writing or publishing, or assisting others in organizing, editing, writing or publishing a publication on a health law topic other than those sponsored by the Director's primary employer or its related organizations, or sponsored by an organization that restricts its activities to a single state, or those publications that have first been offered as a business opportunity to AHLA through its Executive Vice President.
3. Organizing, financing, serving as a director, incorporator, or officer of any organization other than the Director's primary employer or its related organizations, that provides or sponsors educational programs, publications, or digital services on health law topics and issues.

B. 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. If the information indicates the potential for a Conflict of Interest with the disclosing Director, it will be forwarded to the Conflict Review Committee for further review and action.

V. 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 at least annually thereafter.

1. 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.
2. 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 material Financial Interests or Dualities 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.

VI. 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 acting as a committee of the whole 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:

1. 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;
2. Approve or reject the designation of AHLA employees as Key Employees by the Executive Vice President subject to disclosure requirements under this Policy;
3. Periodically review this Policy and its implementation procedures to determine whether any changes are required and make recommendations to the Board.

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.

A. 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.

B. Disclosure of Competing Activities (For Directors Only)