Individuals serving as fiduciaries of the Northeastern Society of Orthodontists shall at all times act in a manner consistent with their legal and ethical responsibilities to the Society, and shall exercise particular care that no detriment to the Society results from conflicts between their interests and those of the Society. A conflict of interest exists when an individual has a direct or indirect (i.e., beneficiary) interest or relationship, financial or otherwise, that may conflict or be inconsistent with the individual’s duties or exercise of independent judgment with respect to the Society. If any such individual believes that he or she may have a conflict of interest, the individual shall promptly and fully disclose the possible conflict and shall refrain from participating in any way in any matter in which the possible conflict relates until and unless any such possible conflict has been properly disclosed and resolved per this policy. In addition, when nominating, electing or appointing any officer, member of a council or committee, or representative, the Board of Directors, NESO Delegates/Alternates and the President of this Society, as the case may be, shall give careful consideration to any possible conflict of interest which may exist or be created.
Generally, decisions as to whether a conflict of interest exists and should be disclosed, and whether participation in matters that may be affected by the conflict of interest is appropriate, are left to the judgment of the individual. However, in some cases, the existence of a conflict of interest may materially affect the interests of the Society. In such cases, if any member of the Board of Directors, councils, committees, NESO Delegates/Alternates, or representative or staff person (an “Official”) has a conflict of interest with respect to any issue and does not disclose such conflict of interest and/or refrain from participation in matters relating to the issue, then the Board of Directors (as to fellow Board members, council members, committee members, representatives and staff) and the NESO Delegates/Alternates shall in a manner consistent with due process, determine whether or not a conflict of interest exists, and may, by a majority vote, take one or more of the following actions:
1. Determine that there is no conflict of interest;
2. Determine that such Official’s disclosure of the conflict of interest is sufficient, and that no further action is warranted;
3. Request that the Official divest himself/herself of the position or relationship that gives rise to the conflict of interest in order to participate in matters relating to the issue; and/or
4. Require that the Official:
a. Refrain from all deliberations and actions on issues affected by the conflict of interest, including abstaining from voting thereon;
b. Be physically absent from all deliberations and actions on issues that are affected by the conflict of interest; and/or
c. To the extent permitted by law, be denied access to any and all information, including written documents and oral and written reports that relate to issues affected by the conflict of interest.
With respect to any Official representing a constituent organization:
The Board of Directors or the NESO Delegates/Alternates, as the case may be, shall notify the component organization of action referenced in paragraphs 3 or 4, above, prior to any such action being taken, and component organization shall have the opportunity to be represented on such matter through the appointment of another person.
In addition, any component of a conflict of interest of an Official shall be considered during a duly scheduled meeting of the Board of Directors or NESO Delegates/Alternates, as the case may be, and shall be disclosed in the minutes of that meeting.
2. When possible, the component organization for whom the Official serves as a representative shall be promptly notified of the time, date and place of the meeting of the Board of Directors or NESO Delegates/Alternates, as the case may be, at which its determination of the existence of a conflict of interest and action relating thereto will occur, and such component organization may submit a written report on any and all issues relating to the issues
In consideration of the Society’s policy and the Official’s position with the Society, each Official shall complete, sign and date the following disclosure form on an annual basis, and shall update it if and when any change in the information occurs. The purpose of this form is to allow the Society to make reasonable judgments about potential conflicts and avoid total disqualification of an individual whenever possible, while giving more guidance to individuals completing the questionnaire. This will allow individuals to continue with their work for the Society to the extent possible. Answering “yes” to many or even most of the questions may not automatically disqualify an individual. Indeed, individuals who have attained high levels of expertise through affiliation with other organizations, academia, or businesses are important to the Society, provided their activity does not involve a conflict. Please keep in mind that, to avoid even the appearance of impropriety, an Official should always disclose any relationship or interest that might affect a vote, decision or action on behalf of the Society.
For purposes of this form,
“You” and “Your” means you, your immediate family or any other third party with whom you or your immediate family has a business relationship; and “Material Interest” means:
(a) a financial interest or professional relationship which directly, indirectly or beneficially contributes materially to your income; or
b) a significant position, such as proprietor, director, partner, spokesperson, consultant, or key employee.
If you answer “yes” to any of the following questions, please complete Part II of this form.
1. Do You have, or do You anticipate having within the next 12 months, a Material Interest in or with any business that furnishes goods or services, or is seeking to furnish goods or services, to the Association?
2. Do You have, or do You anticipate having within the next 12 months, a Material Interest in or with any health care business or facility (i.e., HMO, PPO, practice management organization, orthodontic manufacturer or service provider, etc.), other than Your orthodontic practice?
3. Do You currently have, or do You anticipate having within the next 12 months, a Material Interest in or with any health care organization, association or related professional society?
4. Do You currently hold, or do You plan holding within the next 12 months, any faculty positions?
5. Do You currently have, or do You anticipate having within the next 12 months, any other Material Interest or involvement with any other activity that may be inconsistent with your duties or exercise of independent judgment with respect to the Association?
By signing this form, I agree not to use my position, or any reference to past, present or future positions, with the Association to promote personal business interest. I further agree not to capitalize on, profit, or attempt to profit, from information gained as a result of my position with the Association. I agree to abide by the outcome of the resolution of any conflict of interest I may have in accordance with the procedures outlined in this policy.
I understand that the information on this form shall be provided to all members of the body or group within the Association to which I have been elected or appointed and other Association Officials who possess a legitimate interest in my disclosures, as determined by the Board of Trustees . I also understand that this information shall be accessible to AAO members to the extent permitted by law.
If you answered “yes” to any questions in PART I please complete PART II
If you answered “yes” to any of the questions above, please indicate for each question:
1. Name of Business(es), Organization(s) or Institution(s):
2. Nature of Its Business or Activities:
3. Brief Description of Your Material Interest (i.e., extent of financial interest, position held, part-time, full-time, etc.):
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September 19, 2019
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