Section 2.6 - Policy and Procedures on Conflicts of Interest

I. Policy

Officers, directors, Board nominees, and employees of the American Society of Safety Engineers shall:

  • recognize that the standard of conduct for an officer or member of the Board of Directors is greater than that of a member at large.
  • recognize that they are in a position of trust, expected to act in good faith at all times with undivided loyalty to the Society.
  • care for the organization's affairs in good faith and with at least that degree of diligence, care, and skill which ordinarily prudent people would exercise under similar circumstances in like positions. Your good faith is not enough.
  • subordinate personal interests to those of the Society where these two conflict, and act in such a manner so as to avoid even the appearance that their position may be used to advance the private interests of themselves or others.

A conflict of interest shall be considered to exist in any instance where the actions or activities of an individual, on behalf of the Society, shall result in personal gain or advantage to the individual or have an adverse effect on the interests of the Society. Conflicts of interest also can arise in other instances. In discharging their responsibilities to ASSE, all officers, directors and employees are expected to observe the highest ethical standards and give undivided loyalty to ASSE and its goals. Any activities which do not serve the best interests of ASSE or which favor the personal advantage of another person or corporation are inconsistent with the duties and responsibilities owing to ASSE.

The most common potential conflicts are:

  • Conducting business with the Society. A Society officer, director or employee contracts with the organization to buy or sell goods or services or to derive some personal benefit.
  • Usurping a Society Opportunity. An officer, director or employee acquires for their own benefit a business opportunity that should belong to the Society.
  • Competing with the Society. An officer, director or employee engages in a similar yet independent business.
  • Inside Information. An officer, director or employee discloses or uses information relating to the business of the Society for the personal profit or advantage of the individual or their immediate family.

These potential conflicts of interest are further defined as follows:

  • Using information which is acquired in connection with their office or employment for their own personal gain or for any other improper use.
  • Participating in, or attempt to influence, in any way, decisions of ASSE where there is a personal interest involved. As used herein, the term "personal interest" includes an interest of the member or employee, their spouse, and immediate family in employment or consulting relationship with, or a significant financial interest in an organization with which ASSE does or may do business, or a competitor of ASSE.
  • Holding, directly or indirectly, a position or financial interest in any outside concern from which the officer, director or employee has reason to believe the Society secures goods or services (including the services of buying or selling stocks, bonds, or other securities), or that provides services competitive with the Society.
  • Rendering directive, managerial, or consultative services to any outside concern that does business with, or competes with the services of the Society, or to render other services in competition with the Society.
  • Accepting gifts, entertainment or other favors, with a value exceeding $25, from any outside concern that does, or is seeking to do business with, or is a competitor of, the Society.
  • Board members can only receive reimbursement for reasonable and authorized expenses and costs incurred in carrying out their Board responsibilities.
  • Competing, directly or indirectly, with the Society in the purchase or sale of property rights, interests or services.

All officers, directors, and employees of the ASSE shall scrupulously identify any conflict between their own respective individual interests and the interests of the ASSE, in any and all actions taken by them on behalf of the ASSE in their respective capacities and follow the process below.

Any officer, member of the Board of Directors or Board nominee, in addition to meeting the requirements of the Bylaws and the Code of Professional Conduct, shall make full written disclosure of relationships dealing with vendors of services and suppliers, or any other relationship which may be a potential source of conflict of interest.

In the rare instance where it is in the best interests of the organization to deal with an officer, director or employee, each shall:

  • make a full disclosure to the Board of all the circumstances involved in the transaction,
  • be sure that the transaction is fair to the organization,
  • refrain from voting on the transaction as a Board member, as applicable, and
  • not be counted in determining a Board of Directors quorum, as applicable.

The last few requirements do not prevent a particular officer, director or employee from briefly stating a position on the matter, or from answering pertinent questions from officers and directors.

Full disclosure of any situation in doubt shall be made to permit an impartial and objective determination.

Unless an individual officer, director or employee reports that they have a conflict of interest, it shall be assumed that they are in compliance with the policy.

II. Procedures

To assist in avoiding any conflict or appearance of conflict of interest, the following procedures are adopted:

  1. A copy of the ASSE Conflict of Interest Guidance Document shall be furnished to each officer, director and employee.
  2. Whenever any ASSE officer, director or employee shall have any direct or indirect interest in or relationship with any individual or organization which (a) proposes to enter into any transaction with ASSE for the sale, purchase, lease or rental of property; or (b) proposes to render or employ services, personal or otherwise, to the ASSE; or c) may be seen as competing with the interests or concerns of ASSE; such officer, director or employee shall:
    • fully disclose, in writing, all relevant facts and circumstances,
    • promptly provide the disclosure to the Board of Directors of ASSE,
    • not vote on the matter,
    • remove themselves from the meeting during discussion.
  3. The minutes of appropriate meetings shall reflect that a disclosure was made, and that the officer, director or employee abstained from voting, as applicable,
  4. Each officer, director and employee of ASSE shall annually complete and return the Record of Disclosure, to ASSE's Executive Director/Corporate Secretary, who shall review and maintain such statement in the Society's permanent records.
  5. Candidates for elected office and newly elected officers and directors shall be required to submit the Record of Disclosure
  6. At the beginning of each fiscal year, the Executive Director/Corporate Secretary shall, in writing, advise members of the staff of the policy with regard to conflict of interest and request that each key staff member submit a record of disclosure outlining any possible area of conflict of interest or a statement that no such conflict of interest exists.
  7. Any conflict of interest or possible conflict of interest on the part of any key member of the staff shall be disclosed in writing to the Board of Directors or the Executive Committee, as applicable.

American Society of Safety Engineers Policy and Procedures on Conflicts of Interest Record of Disclosure

Pursuant to the policies and procedures adopted by the Board of Directors of the American Society of Safety Engineers requiring disclosure of certain interests, a copy of which has been furnished to me, I hereby state that I or members of my immediate family have the following affiliations or interests and have taken part in the following transactions that, which considered in conjunction with my position with or relation to the Society, might possibly constitute a conflict of interest. (Check "None" where applicable)

1. Outside Interest

Q.1
Identify any interests or investments, of yourself or your immediate family, that might be deemed a position or financial interest in any outside concern that conflicts with the interests of the Society as described in the Society Operations Guide, Section 2.6 Policy & Procedures on Conflict of Interest. *

Q.2
Identify any purchases or sales of property or property rights, interests, or services, by yourself or your immediate family, that might be deemed to have been made in competition with the Society, as described in the Society Operations Guide, Section 2.6 Policy & Procedures on Conflict of Interest. *

2. Outside Activities

Q.3
Identify any instances in which you or any members of your immediate family have rendered directive, managerial or consultative services to any outside concern that does business with, or competes with the services of the Society, or have rendered other services in competition with the Society, as described in the Society Operations Guide, Section 2.6 Policy & Procedures on Conflict of Interest. *

3. Gifts, Gratuities and Entertainment

Q.4
I hereby certify that neither I nor any member of my immediate family have accepted gifts, gratuities, or entertainment with a value exceeding $25 from any outside concern that does, or is seeking to do business with or is a competitor of, the Society, except as listed below: *

4. Inside Information

Q.5
I hereby certify that neither I nor any member of my immediate family have disclosed or used information relating to the Society's Business for the personal profit or advantage of myself or my immediate family, or disclose any information to any outside concern that does, or is seeking to do business with the Society, that could be used to their advantage when soliciting or doing business with the Society except as listed below: *

5. Other

Q.6
List any other activities in which you or your immediate family have engaged that might be regarded as constituting a conflict of interest. *

I hereby agree to report to the Board of Directors of the American Society of Safety Engineers any further transactions that may develop before completion of my next Record of Disclosure.

Should a possible conflict arise in my responsibilities to ASSE, I recognize that I have an obligation to disclose it to the Executive Director/Corporate Secretary and the Board of Directors, as appropriate, and to abstain from any participation in the matter.

Q.7
Signature/Name (please type in name) *


Q.8
Date *



Q.9
Position *

Financial Conflict of Interest Certification

Members who serve on the Board of Directors are demonstrated and respected professionals within their careers. Members of the Board of Directors are expected to be held in high esteem by their colleagues within the profession, and as such, will be placed in a position where they must assure all members that their integrity and professional conduct will not be questioned.

As a professional society, ASSE is dependent on providing the highest standards of excellence in programming and services to the membership. Within the established financial management procedures of ASSE, a Board member may be awarded a contract in which he or she will be paid to perform a particular service for the Society. Typically this may involve fees or honoraria for performance of professional services.

The ASSE Board of Directors approved a Financial Conflict of Interest Statement on February 26, 1993, which included a requirement that all members of the Board of Directors disclose in writing to his/her Regional Operating Committee (for Regional Vice Presidents) or Council (for Council Vice Presidents) and the Senior Vice President (for Regional Vice Presidents), or to the President-Elect (for other elected Vice Presidents). Members of the Executive Committee will provide a similar report to the President.

The Executive Director of ASSE will publish at least annually a listing for Board information of all Society members, including Board members, who have received, or who are scheduled to receive, fees or honoraria from the Society for the current operating year.

Q.10
Currently, I have a conflict of interest as defined in ASSE policy SOG 2.6: *

Q.11
In view of the requirements as stated in the Board approved Financial Conflict of Interest Statement, I certify that I have received or have commitments to receive the following fees/honoraria from ASSE: *

Specify type of services provided/ to be provided to ASSE -- Contracting speaker, seminar leader, consulting, etc. Date(s) Fees Society Unit

Q.12
Signature/Name (please type in name) *


Q.13
Date of Signature *



Q.14
Title *

Q.15
Company

Q.16
Phone Number

Approved By/Date: Board of Directors 02/11/12

Replaces Edition Dated: 10/13/2011

Next Revision Due: 02/15