This Conflict of Interest Policy governs all affairs of The Tourette Association of America Inc. (“Tourette Association” or “the Association”), Tourette Association chapters, Tourette Association support groups and all other groups formally affiliated with Tourette Association, and applies to all documents which define Tourette Association policies and procedures.
I CONCERNING COMPENSATION AND OTHER PAYMENTS TO MEMBERS OF BOARDS OF DIRECTORS, OTHER VOLUNTEERS, AND EMPLOYEES
- A. No Director, Officer, employee or other volunteer of Tourette Association or any member of his or her immediate family (defined as brothers and sisters, whether by the whole or half-blood), spouse, ancestors, and lineal descendants, his or her partner, or an organization which employs or is about to employ any of the foregoing (collectively the “Covered Persons”) of the Association shall receive any payments, salary, fee, honorarium or other compensation or thing of value of any kind from the Association or other party as a result of his/her position or affiliation with the Association, except as may be specifically authorized by the Association Board of Directors and except, as to employees, for compensation paid or payable to them by the Association in the ordinary course.
- B. Directors, Officers and other volunteers of the Association are expected to meet their own expenses associated with their participation in the work of the Association. Reimbursement of expenses of Officers, Directors or other volunteers in unusual circumstances may be authorized on an individual basis by the Association Executive Committee or by the Chapter Board of Directors.
- C. Non-employee Covered Persons may not receive compensation from the Association and/or third parties in connection with activities sponsored or undertaken by the Association.
- D. Employees of the Association or its chapters are ineligible to serve as Directors of the Association.
II CONFLICTS OF INTEREST
- A. A conflict of interest may exist when the interest of any Covered Person may be seen as competing or conflicting with the interests of the Association or when a Covered Person directly or indirectly has a relationship with, or financial interest in, a person or entity supplying goods, equipment or services to the Association or one from whom the Association leases property. All Covered Persons shall scrupulously avoid actual conflicts of interest as well as the appearance of conflict of interest in their activities associated with the Association.
- 1. Officers, Directors and Volunteers: Officers, Directors and volunteers of the Tourette Association shall not use their relationship or activities with the Association to benefit their business activities or other financial endeavors or to promote or solicit clients for their individual private professional practices or that of a group to which they may belong.
- 2. Duties of Directors Prior to Initial Election and Annually Thereafter: Prior to initial election and annually thereafter, each director must submit to the board a signed written statement identifying, to the best of the director’s knowledge,
- a. Any entity of which the director is an officer, director, trustee, member, owner or employee, with which the Association has a relationship and;
- b. Any transaction in which the Association is a participant and in which the director might have a conflicting interest.
- B. Employees: Employees of the Association or members of their immediate families shall not maintain any business or professional relationship, activity, or ownership that creates a conflict between personal financial interests and the interests and the interest of the Association unless the conflict is disclosed to the Association in accordance with the compliance procedures described below.
- C. The areas for potential conflicts of interest and the nature of conflicting interests noted above are not exhaustive. Conflicts might occur in other areas or through other relations. It is assumed that the Directors, Officers and management employees will recognize such areas and relations by analogy.
- D. The fact that one of the interests described above exists does not necessarily mean that a conflict exists or, if one does exist, that it is material enough to be of practical importance. It is also possible, upon full disclosure of all the relevant facts and circumstances, that doing business with a related organization is not necessarily adverse to the interests of the Association. However, it is the policy of the Association that the existence of any of the conflicting interests described above shall be fully disclosed before any transaction is authorized. It shall be the continuing responsibility of Officers, Directors and management-level employees to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make such disclosure.
- E. A copy of this Conflict of Interest Policy shall be furnished to each Director, Officer and employee of the Association and of its chapters who shall be asked to sign a statement indicating they have read the policy and will conduct themselves in accordance with it. Potential nominees to Boards of Directors shall be advised of the policy before nomination. All volunteers of the Association will be apprised of the Conflict of Interest Policy and the duty to comply with its provisions through publications and communications of the Association.Through Association publications and communications, members of Boards of the Association, employees, and volunteers shall be reminded annually of the provisions of the Conflict of Interest Policy and of their duty to comply.
III RELATED PARTY TRANSACTIONS
- A. A related party transaction may exist when the Association participates in any transaction, agreement, or other arrangement in which a related party has a financial interest.
- B. A related party is:
- 1. Any director or officer of the Association;
- 2. Any relative of such individual;
- 3. Any entity in which any such individual or relative has a 35% or greater ownership or beneficial interest or, in the case of a partnership or professional corporation, a direct or indirect ownership interest in excess of 5%.
IV PROCEDURES FOR ADDRESSING POSSIBLE CONFLICTS OF INTEREST AND RELATED PARTY TRANSACTIONS
- A. Any possible conflict of interest or related party transaction shall be disclosed by the person involved to the President or if the President is the one with the conflict, to the Chairman, who shall bring it to the attention of the Board.
- 1. An interested person may not be present at or participate in Board or committee deliberations or vote on the matter.
- 2. The Chairman of the Board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- 3. After due diligence has been exercised, the Board shall determine whether the Association can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.
- 4. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board shall determine, by a majority vote of the disinterested Directors, whether the transaction or arrangement is in the Association’s best interest and for its own benefit and whether the transaction is fair and reasonable to the Association and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.
- 5. The decisions of the Board on these matters will rest in their sole discretion, and their first concern must be the welfare of the Association and the advancement of its purposes. If the Association does engage in transactions with such an organization, then the Covered Person with such a conflict shall be prohibited from participating in the selection, award, or administration of any contract.
- 6. The minutes of the Board or committee considering a conflict of interest or a related party transaction shall contain:
- a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest or related party transaction, the nature of the financial interest, any action taken to determine whether a conflict of interest or related party transaction was present, and the Board’s decision as to whether a conflict of interest or related party transaction in fact existed.
- b. 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, and a record of any votes taken in connection therewith.
- B. Duality of Interest on the Part of Volunteers Who Also Engage in Professional Practice with TS Clients for a Fee
- A volunteer leader of the Association who also engages in professional practice (for example, as a medical practitioner, psychologist, social worker, education consultant, speech therapist, etc.) In which he/she sees TS clients for a fee shall notify the President of the Association of the duality of interest, who shall consult with the Board of Directors to determine if a conflict of interest or related party transaction exists.
- A volunteer leader of Tourette Association chapter who also engages in such a professional practice shall notify the Chapter President who shall consult with the Director of Chapter Services on this duality of interest so that a determination can be made as to whether a conflict of interest or related party transaction exists.
C. Possible Conflicts or Related Party Transactions Not Called to the Attention of the Board by the Individual Involved
In the event a conflict of interest or related party transaction appears to have developed on the part of a Covered Person which has not been called to the attention of the Board of Directors, the persons aware of that possible conflict of interest or related party transaction will bring it, in writing, to the attention of the President (or, if possible conflict of interest on the part of the President is the source of concern, to the attention of the Chairman)
The President or the Chairman will discuss the problem with the interested person. If it is then deemed appropriate, the President or Chairman will ask that the procedure outlined above for addressing possible conflicts of interest and related party transactions be followed.
- D. If the appropriate Board of Directors determines that a conflict of interest or related party transaction does exist, the Board will determine appropriate action to resolve the conflict and will advise the interested individual as to its decision. In the event that a conflict of interest or related party transaction question in a chapter is not fully resolved by action of the Chapter Board of Directors, the national Tourette Association Board of Directors will take final action on the matter.
1 All references in this document to Tourette Association or the Association also cover Tourette Association chap- ters, support groups and any other organization formally affiliated with Tourette Association.