Conflict of Interest Policy

SECTION 1. PURPOSE:

The American Society of Human Genetics (ASHG) is a nonprofit, tax-exempt 501(c)(3) organization. Maintenance of its tax-exempt status is important both for its continued financial stability and for public support. Consistent with its 501(c)(3) tax-exemption, ASHG is organized and operated exclusively for its exempt purposes in advancing human genetics in science, health, and society through excellence in research, education, and advocacy. ASHG does not operate for the benefit of private interests. No part of ASHG’s net earnings may inure to the benefit of any private individual. Rather, IRS and state regulatory and tax officials, view the operations of ASHG as a public trust, subject to scrutiny by and accountable to such governmental authorities and members of the public.

Members of the ASHG Board of Directors (the “Board”) have a fiduciary duty to the Society, which carries with it a broad and unbending duty of loyalty and fidelity to the organization. Directors have the responsibility of administering the affairs of ASHG honestly and prudently, and of exercising their best care, skill, and judgment for the sole benefit of ASHG, in service of its mission. Those persons shall exercise the utmost good faith in all transactions involved in their duties and shall not use their positions with ASHG or confidential knowledge gained therefrom for their personal benefit. Directors have an affirmative obligation to identify and disclose the existence of any facts or circumstances that may constitute actual or potential conflicts of interest, and to minimize the impact of such conflicts on the actions of ASHG whenever possible.

SECTION 2. PERSONS CONCERNED:

This Policy applies to all members of the ASHG Board Directors, including those serving in elected officer positions.

SECTION 3. CONDUCT REQUIREMENTS FOR CONFLICTS OF INTEREST:

1. When acting in their capacity as a member of the ASHG Board of Directors (including as an officer), directors must disclose any business, professional, or personal interest or other conflict of interest in a matter or any relationship that may call into question whether the director is acting in the best interests of ASHG before the director participates in any decision-making or takes any action on behalf of ASHG regarding that matter. Directors must subordinate personal, business, third-party, and other interests to the welfare and best interests of ASHG.
2. A conflict of interest may arise in any circumstance that could compromise the ability of the director to make unbiased and impartial decisions on behalf of ASHG. Such circumstances may involve family relationships, business transactions, professional activities, or personal affiliations which present, or may present, a conflict between the director’s obligations to ASHG and the personal, business or other interests of the director or, in the case of a director, of their employer. Conflicts of interest may arise due to the relationships of directors with third parties, including (but not limited to) the following:
   1. Persons and firms supplying goods and services to ASHG.
   2. Persons and firms from whom ASHG leases property and equipment and or is dealing with or planning to deal with major purchases and vendor contracts.
   3. Persons connected with competing or affinity organizations.
   4. Donors and others supporting ASHG.
   5. Agencies, organizations and associations that affect the operations of ASHG.
   6. Family members, friends, and other employees.
   7. Academic or research institutions who are seeking awards, grants or recognition from ASHG.
   8. Individuals who are under consideration for an ASHG award or fellow position.

3. An interest giving rise to a conflict of interest may result from any of the following with respect to the director or a family member or close personal relation of the director:
   1. Ownership or other proprietary interests in any third party dealing with ASHG.
   2. Holding office, serving on the board, participating in management, or being otherwise employed (or formerly employed) with any third party dealing with ASHG.
   3. Receiving remuneration for services with respect to individual transactions involving ASHG.
   4. Using ASHG’s time, personnel, equipment, supplies, or good will for other than ASHG approved activities, programs, and purposes.
   5. Receiving personal gifts or loans from third parties dealing or competing with ASHG.
   6. Having a professional relationship with an academic or research institution or a student that is seeking recognition, approval of a theory or a process, an award or a grant from ASHG.
   7. Having a close personal or family relationship with any individual who is likely to benefit from or may experience adverse consequences from any ASHG decision, including business decisions, award decisions, or ethics enforcement decisions.
4. Directors must annually complete a Conflict of Interest Disclosure Statement. Directors must also promptly identify any actual or potential conflict of interest as soon as the actual or potential conflict becomes known by the director, including by submitting a written disclosure to the President (or, if the conflict relates to the President, to the President-Elect).  If a new or previously unrecognized conflict of interest arises during the course of a meeting of the Board or of a Board committee, the director should promptly disclose the conflict to the participants in the meeting.  The director may voluntarily recuse from further participation in that portion of the meeting.  Otherwise, by majority vote, the voting members of the group convened (be it the Board or a Board committee) shall determine whether the director must recuse from discussion and/or from voting on the matter. The disclosure and the decision regarding its resolution shall be recorded in the minutes of that meeting, which shall be shared with the Executive Committee. If the matter was addressed in a committee meeting and has any bearing on ongoing or future action or decision-making, the issue shall then be addressed in the same manner as disclosures of matters between meetings.
5. Directors are encouraged to err on the side of disclosure and to report any circumstances that may appear to constitute a conflict of interest, even if there is uncertainty as to whether such circumstances should be disclosed.
6. The Board has delegated its authority to review and resolve any actual or potential conflicts of interest to the Executive Committee. Only disinterested members of the Executive Committee may participate in any such review.
7. The disinterested members of the Executive Committee shall determine whether a conflict exists that is reasonably likely to have a material and adverse impact on the interests of ASHG, and if so, the Executive Committee shall determine whether disclosure is sufficient to address the conflict or whether further remedial measures are required.
   1. Remedial measures may include but are not limited to recusal of the director from deliberation, debate, and/or voting related to particular matters pending before the Board or other ASHG committees. The specific response will be determined based on the nature of the relationship, its potential for affecting the director’s undivided loyalty to ASHG, the significance of the ASHG decision or action, and any other relevant factors.
8. The Executive Committee shall inform the Board of such determinations and remedial measures. The Board retains ultimate enforcement authority with respect to the interpretation and application of this policy and as such, may modify or reverse such determinations and remedial measures.
9. A director may not directly or indirectly assist or participate in any activity for compensation in which the director uses – or others reasonably anticipate the director may use – the director’s position with ASHG or inside knowledge gained as a result of the director’s position with ASHG.

Disclosures of Potential Conflicts of Interest

A volunteer member of any ASHG committee (“Volunteer”) must disclose any business, professional, or personal interest in a matter or any relationship that may call into question whether the Volunteer is acting in the best interests of ASHG before the ASHG Volunteer  participates in any committee discussion or decisions on behalf of ASHG regarding that matter.

Potential Financial, Business, or Personal Conflicts

1. An ASHG Volunteer who has or may have a financial, business, or personal interest in any matter under consideration or likely to be under consideration by an ASHG committee on which the Volunteer serves or to which the Volunteer may be appointed must disclose the actual or potential conflict to ASHG’s CEO, and to the President of the ASHG Board of Directors, and, if directed by the he CEO or the President, must recuse from participation in and voting on the matter, or, if the conflict is deemed significant, step down from the committee. The ASHG Volunteer must disclose any actual or apparent conflict of interest, including if the Volunteer or the Volunteer’s close relative, close friend, household member, or romantic partner:
   1. Has an ownership or other proprietary interests in any third party dealing with the ASHG committee.
   2. Holds office, serves on the board, participates in management, or otherwise is employed (or is formerly employed) with any third party dealing with or that would be directly affected by a decision of the ASHG committee.
   3. Receives remuneration for services with respect to individual transactions involving ASHG.
   4. Has a professional relationship with an academic or research institution or a student that is seeking recognition, approval of a theory or a process, an award or a grant from the ASHG committee.
   5. Has a close personal or family relationship with any individual who is likely to benefit from or may experience adverse consequences from any decision of the ASHG committee.

2. An ASHG Volunteer anticipating entering into any relationship of the sort described above must disclose the anticipated new relationship to ASHG committee.

3. An ASHG Volunteer may not directly or indirectly assist or participate in any activity for compensation in which the Volunteer uses – or others reasonably anticipate the Volunteer may use – the Volunteer’s position on the ASHG committee or inside knowledge gained as a result of the Volunteer’s serving on the ASHG committee.

Disclosure of a possible conflict of interest does not necessarily disqualify the ASHG Volunteer from participation in a decision or action. Rather, it enables the committee to determine the appropriate response. In some instances, it will turn out that there is no conflict at all. In others, disclosure of the relationship may suffice. In still others, the ASHG Volunteer may be asked not to vote on an issue or not to play any role whatsoever in the discussion, decision, or action. The specific response will be determined based on the nature of the relationship, its potential for affecting the ASHG Volunteer’s ability to give priority to the interests of ASHG, the significance of the ASHG decision or action, and any other relevant factors. The final authority on all matters involving potential conflicts of interest is the President of the ASHG Board.