Approved by the Board of Directors October 20, 2012
The purpose of this conflict-of-interest policy is to prevent the institutional or personal interests of National Pest Management Association (NPMA) directors, officers, and employees from interfering with the performance of their duties to NPMA, and to ensure that there is no personal, professional, or political gain at the expense of NPMA. This policy is not designed to eliminate relationships and activities that may create a duality of interest, but to require the disclosure of any conflicts of interest and the recusal of any interested party in a decision relating thereto.
A conflict of interest may exist when the interests or potential interests of any director, officer, or employee, or that person’s close relative, or any individual, group, or organization to which the person associated with NPMA has allegiance, may be seen as competing with the interests of NPMA, or may impair such person’s independence or loyalty to NPMA. A conflict of interest is defined as an interest that might affect, or might reasonably appear to affect, the judgment or conduct of any director, officer, or employee in a manner that is adverse to the interests of NPMA.
A conflict of interest may exist if a director, officer, employee, or close relative:
Has a business or financial interest in any third party dealing with NPMA. This does not include ownership interest of less than 5 percent of outstanding securities of public corporations.
Holds office, serves on a board, participates in management, or is employed by any third party dealing with NPMA, other than direct funders to NPMA.
Derives remuneration or other financial gain from a transaction involving NPMA (other than salary reported on a W-2 or W-9 or salary and benefits expressly authorized by the board).
Receives gifts from any third party on the basis of his or her position with NPMA (other than occasional gifts valued at no more than $100, or if valued at more than $100, the gift is made available in a team space or common area for others to share - e.g., fruit baskets, boxes of candy). All other gifts should be returned to the donor with the explanation that NPMA policy does not permit the acceptance of gifts. No personal gift of money should ever be accepted.
Engages in any outside employment or other activity that will materially encroach on such person’s obligations to NPMA; compete with NPMA’s activities; involve any use of NPMA’s equipment, supplies, or facilities; or imply NPMA’s sponsorship or support of the outside employment or activity.
Use of Information
Directors, officers, and employees shall not use information received from participation in NPMA affairs, whether expressly denominated as confidential or not, for personal gain or to the detriment of NPMA.
Disclosure and Recusal
Whenever any director has a conflict of interest or a perceived conflict of interest with NPMA, he or she shall notify the board President of such conflict in writing.
After such disclosure of all material facts and after any discussion with the interested person, he or she shall leave the board meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board members shall determine if a conflict of interest exists.
When any conflict of interest is relevant to a matter that comes under consideration or requires action by the board, or a board committee, the interested person shall call it to the attention of the board President and shall not be present during board or committee discussion or decision on the matter. However, that person shall provide the board or applicable committee with any and all relevant information on the particular matter.
The minutes of the meeting of the board or its committee shall reflect that the conflict of interest was disclosed, that the interested person was not present during discussion or decision on the matter, and did not vote.
Whenever an employee has a conflict of interest or a perceived conflict of interest with NPMA, he or she shall notify the chief executive of such conflict in writing. The chief staff executive and President shall determine if there is just cause to bring the issue to the attention of the board of directors or if the issue is tactical enough to be addressed by the staff. If the chief staff executive has a conflict of interest or perceived conflict of interest, he or she shall follow the procedures outlined for directors.
Violations of the Conflicts-of-Interest Policy
If the Executive Committee has reasonable cause to believe a director has failed to disclose actual or possible conflicts of interest, it shall inform the director of the basis for such belief and afford the director an opportunity to explain the alleged failure to disclose.
If, after hearing the director’s response and after making further investigation as warranted by the circumstances, the Executive Committee or their designees determine the director has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Similarly, if the chief executive has reasonable cause to believe an employee failed to disclose actual or possible conflicts of interest, he or she shall make further investigation as warranted by the circumstances. If it is determined the employee has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Records of Proceedings
The minutes of the board and all committees with board delegated powers shall contain:
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, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the board’s decision as to whether a conflict of interest in fact existed.
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 with the proceedings.
A copy of this conflict-of-interest policy shall be furnished to each director, officer, and employee who is presently serving this organization or who may become associated with it.
The policy and its application shall be reviewed annually for the information and guidance of directors, officers, and employees, each of whom has a continuing responsibility to scrutinize their transactions and outside business interests and relationships for potential conflicts of interest, and make such disclosures as described in this policy.
As administered by the chief executive, each director will be asked to complete a certification of agreement with the policy and disclosure of any known conflicts of interest upon his or her election or re-election to the board and annually thereafter. As administered by the employee in charge of human resources, each employee will be asked to complete such a certification upon his or her employment and on an annual basis thereafter. All certifications shall be reviewed by the board as appropriate.