ARTICLE XII
CONFLICTS OF INTEREST
- Description of Conflicts of Interest
From time to time, Trustees, Officers, and Members of the Society have, or may have, interests which are, or might be, adverse to the interests of the Society. Such conflicts of interest may be financial or professional in nature. By way of examples, (a) the Society may enter into contracts or otherwise transact business with a Trustee, Officer or Member, or with a corporation, association, trust, partnership, organization or other entity (collectively “Another Entity”) in which a Trustee, Officer, or Member is also a Trustee, director, officer, shareholder, beneficiary, partner, stockholder or employee, or is otherwise interested or substantially affiliated, or (b) the Society may undertake an activity, such as fundraising, where a Trustee, Officer or Member of the Society is also a Trustee, director, officer, shareholder, beneficiary, partner, stockholder or employee or Another Entity that is undertaking the same or a similar activity in competition or potential competition with the Society, such as targeting the same donors, or (c) the Society may take an action with respect to an activity, such as the pricing of its publications, where a Trustee, Officer, or Member of the Society is also a Trustee, director, officer, shareholder, beneficiary, partner, stockholder or employee of Another Entity that will or might benefit from the knowledge of such action, such as Another Entity that produces the same or a similar type of publication. The foregoing are merely intended to be examples of potential conflicts of interest that may arise from time to time and do not represent a definitive list of all such potential conflicts of interest.
- Disclosure of Conflicts of Interest
It is the duty and responsibility of each Trustee, Officer and Member of the Society to be sensitive to conflicts of interest and to raise and fully disclose the nature and extent of such conflicts and potential conflicts of interest involving himself/herself or any other Trustee, Officer or Member in advance of any meeting of the Board or a Committee at which the Trustee, Officer or Member having the conflict or potential conflict of interest will be in attendance. Such disclosure shall be made to the presiding officer of the Board or applicable Committee. If a Trustee, Officer or Member becomes aware of a conflict or potential conflict during the course of a Board or Committee meeting he/she is attending, he/she shall immediately bring such matter to the attention of the presiding officer. If Trustee, Officer or member is uncertain whether or not a conflict or potential conflict of interest exists, he/she shall bring the matter to the attention of the presiding officer of the Board or Committee, who shall rule whether or not there is a conflict or potential conflict of interest.
- Voting on Conflict-of-Interest Matters
Any Trustee, Officer or Member who has, or is found by the presiding officer of the Board or Committee to have, a conflict or potential conflict of interest may be counted towards a quorum but shall not participate in any discussion or vote concerning the matter involving the conflict or potential conflict of interest and, at the request of the presiding officer, shall leave the room in which the Board or Committee meeting is taking place once the nature and extent of the conflict or potential conflict of interest are disclosed. Notwithstanding the foregoing, the Board or Committee may invite the Trustee, Officer or Member to return to the meeting room and permit him/her to participate in the discussion thereof (but not the vote thereon) if the Board or Committee determines, by majority vote, that such participation in the discussion would be in the best interest of the Society (notwithstanding such conflict or potential conflict of interest).
- Continuing Conflicts of Interest
If a Trustee, Officer or Member discloses a conflict or potential conflict of interest that is continuing in nature, the Board or applicable Committee may, by majority vote, grant the Trustee, Officer or Member a standing invitation to remain in the meeting room and participate in the discussion(s) involving such matter(s) (but not the vote thereon). If a continuing invitation is granted, the Trustee, Officer or Member need not raise such conflict or potential conflict of interest at any of the subsequent meetings of the Board or applicable Committee until the first meeting of the Board or applicable Committee to occur after the next Annual Meeting of the Society, at which time: (a) the Trustee, Officer or Member shall again raise and disclose the conflict or potential conflict of interest, and (b) the Board or Committee, by majority vote, may reissue the standing invitation to the Trustee, Officer or Member to remain in the meeting room and participate in the discussion(s) involving such matter(s) (but not the vote thereon). A standing invitation to remain in the meeting room and participate in the discussion(s) may be revoked or modified on a case-by-case basis from time to time by majority vote of the Board or applicable Committee.
- Liability of Trustee or Officer
No Trustee, Officer or Member having a conflict or interest shall be liable to the Society for monetary damages for any action taken, or failure to take any action or for any loss incurred by the Society, under or by reason of a conflict of interest, nor shall any Trustee, Officer or Member be accountable to the Society for any gains or profits realized thereon, unless (a) the Trustee, Officer or Member has breached his or her obligation of disclosure under this Article, and (b) such breach constitutes self-dealing, willful misconduct or recklessness.
- No Business Inconsistent with the Society’s Non-Profit Status
Notwithstanding any other provision of this Article to the contrary, no Trustee, Officer or Member shall enter into any contracts or transact any business with the Society which would be inconsistent with the non-profit status of the Society; provided however, that nothing herein shall prevent any such Trustee, Officer or Member from receiving full and fair compensation for any services rendered or property given or made available to the Society.
Conflict of Interest
Disclosure Form
This form must be filed annually by all specified parties, as identified in the ISMRM Conflict of Interest Policy Statement.
