Conflict of Interest Policy for AVMA Officers and District Directors

AVMA Officers and District Directors (collectively referred to as "Directors") must act at all times in the best interests of the AVMA. Moreover, they have an obligation to ensure that the AVMA maintains an unbiased decision-making process. The purpose of this policy is to explain what constitutes a conflict of interest, assist in identifying and disclosing actual and potential conflicts, and help to avoid conflicts of interest where necessary. This policy may be enforced as described below.

  1. Who is an AVMA Director?

    For purposes of this policy, AVMA Directors include AVMA district directors serving on the Executive Board and all AVMA Officers (President, President-Elect, Vice President, Treasurer, Secretary, Immediate Past President, Executive Board Chair, Executive Board Vice Chair, Executive Vice President, and Assistant Executive Vice President).

  2. What Is a Conflict of Interest?

    A conflict of interest may arise when an AVMA Director has some other interest that might suggest divided loyalty on the part of the AVMA Director between obligations to AVMA, on one hand, and to some other organization or cause, on the other. For example, the "other interest" may arise from a transaction between AVMA and a third party, or an AVMA Director's volunteer or paid relationship with a third party, which may compromise the Director's ability to provide unbiased and undivided loyalty to AVMA. In addition, an "apparent" conflict of interest arises when a Director's interests or relationship creates an appearance of an actual or potential conflict even where no such conflict may actually exist.

  3. What Are the Obligations Under the Conflict of Interest Policy?

    In order to proactively address any potential conflicts of interest, each AVMA Director is required to annually complete and submit a Disclosure Form detailing areas that may involve an actual or potential conflict with AVMA interests. The Director also must update the Disclosure Form if any material changes or additions to the submitted information arise during the course of the year. The Disclosure Form is considered part of this policy.

    On the Disclosure Form, the Director must disclose financial interests and relationships with third parties that reasonably involve the interests or potential interests of the AVMA, including leadership roles in any other association, society or foundation; employment or compensation arrangements; and material financial interests of the Director or anyone within the Director's immediate family, or with whom the Director shares income. AVMA Directors should disclose a relationship or interest if there is any uncertainty as to whether the relationship should be disclosed.

    The Disclosure Forms of each AVMA Director will be provided to all other Directors for their review and retained by the Office of the Executive Vice President. Disclosure Forms are confidential and shall not be shared with anyone other than AVMA Directors without the prior written consent of the individual Director who completed the Form.

    In addition to completing the annual Disclosure Form, AVMA Directors must orally disclose actual or potential conflicts of interest when a situation arises where the actual or potential conflict may affect, or appear to affect, the AVMA decision-making process.

  4. How Should Actual or Potential Conflicts Be Addressed?

    The first step in addressing conflicts of interest is for the AVMA Director to disclose all material facts giving rise to an actual or potential conflict. The Executive Board (or its designee) may request additional information from the Director detailing the nature of the relationship or transaction. An initial determination as to whether a particular transaction or relationship may constitute an actual, potential, or apparent conflict of interest shall be made by the Executive Board or its designee (e.g., Board of Governors), with the assistance of legal counsel as appropriate, and with or without the presence of the individual Director whose involvement in such transaction or relationship is under consideration. This determination shall be made in any circumstance in which a credible potential for a conflict of interest is identified either by an individual Director (through mandated self-disclosure) or by a third party. The Executive Board shall have final authority over the resolution of all conflict of interest matters involving AVMA Directors, and the determination by any designee of the Executive Board is subject to the Board's authority.

    If the Executive Board (or its designee) determines that a particular Director's interest, relationship, or a specific transaction represents an actual, potential or apparent conflict of interest, the Executive Board shall resolve the matter in a manner the Executive Board deems appropriate, including, without limitation, in one of the following manners:

    1. Waive the actual, potential or apparent conflict as unlikely to affect the Director's ability to act in the best interests of the organization, or to negatively affect the integrity or image of the AVMA;
    2. Determine that the individual Director should be recused from discussions and/or decision-making related to the particular transaction or matter at issue.
    3. Recommend that the individual Director resign from his/her service to AVMA because the actual, potential, or apparent conflict is so pervasive that the Director would seldom, if ever, likely be able to act in the best interests of the AVMA.
  5. What If an AVMA Director is Directly or Indirectly Involved in a Transaction?

    The following special procedures apply to all instances in which an AVMA Director (or the Director's company, organization or other entity for which the Director serves in a leadership, employment or ownership capacity, or a company in which the Director has a material financial interest, or a member of the Director's immediate family) is directly or indirectly a party to a transaction involving the AVMA. Under such circumstances:

    1. The material facts of the transaction and the AVMA Director's interest or relationship must be disclosed to the Executive Board prior to the Executive Board taking action on the matter.
    2. The Director may make a factual presentation to the Executive Board, but must recuse himself/herself from all deliberations and voting relating to the transaction.
    3. If the value of the transaction exceeds $15,000, AVMA must have solicited proposals from other qualified vendors or contract recipients, and received (or attempted to receive) written bids from at least three such individuals/entities (including the Director).
    4. The Executive Board must determine (without the presence or participation of the Director) that the transaction is fair and in the best interests of the AVMA based on all of the facts and circumstances.
    5. The transaction must be approved or ratified by the affirmative votes of a majority of disinterested members of the Executive Board, even if the disinterested members be less than a quorum.
    6. The presence of the AVMA Director who is directly or indirectly a party to the transaction may be counted in determining whether a quorum is present, but may not counted (if the Director is a Board member) when the Executive Board takes action on the transaction.

    For purposes of this Policy, an AVMA Director is not "indirectly" a party to a transaction if the Director is an officer or director of both parties to the transaction (e.g., AVMF) and the transaction involves a grant or contribution, without consideration, from one entity to the other, provided the Director does not have a material financial interest in the entity that receives the grant or contribution.

  6. How will the AVMA document matters involving conflicts?

    When a transaction or other matter arises that may involve an actual, potential, or apparent conflict of interest, the relevant meeting minutes shall document all proceedings relating to the conflict, such as the disclosure by the AVMA Director, the determination by the Executive Board (or its designee), the resolution of the conflict, and the Executive Board's ultimate action regarding the agenda item at issue. If the relevant transaction or other matter does not arise during an Executive Board meeting, then the AVMA Executive Vice President shall prepare a confidential memorandum that documents the same information that would appear in the meeting minutes.

  7. Where Should Questions About this Policy be Directed?

    All questions about this policy should be directed to the AVMA Executive Vice President, who may consult with legal counsel as appropriate to respond to such questions.

Conflict of Interest Disclosure Form for AVMA Officers and District Directors (PDF)