Skip to content
Close
SEARCH
Join Mailing List
Join Mailing List
Serious female scientist writing on her clipboard in a laboratory

CONFLICT OF INTEREST POLICY

Conflict of Interest Policy Acknowledgment and Disclosure Statement

Please make sure to update your disclosures at least annually. If your circumstances change in a way that affects your disclosures, please update this form as soon as reasonably practicable; do not wait for the annual deadline.
Disclosure Form
TABLE OF CONTENTS
loading...

Conflict of Interest Policy

Article I: Purpose

The purpose of this Conflict-of-Interest Policy is to protect the interests of the International Society of Glomerular Disease (“ISGD”) when it is considering a transaction or arrangement that might benefit the private interest of a director, officer, Committee member, or employee of ISGD or might result in a possible excess benefit transaction.

This Policy is intended to supplement, but not replace, any applicable state and federal laws governing conflict of interest applicable to nonprofit and tax-exempt organizations.

Article II: Policy

It is the policy of ISGD, as a tax-exempt organization, to operate in a manner that furthers its mission and does not benefit private interests. To achieve and maintain the maximum degree of integrity in ISGD’s operations, it is ISGD’s policy to ensure that all Interested Persons (as defined below) conduct themselves at all times in a manner which will avoid any actual or potential conflict of interest to the disadvantage of ISGD.

In particular, ISGD is committed to:

  1. ensuring that the content and programming of all ISGD events and publications are determined on the basis of expert scientific and professional opinion in service of ISGD’s mission, independently from the influence of financial donors, corporate sponsors, or other external parties;
  2. eliminating any self-dealing in decisions about grants, awards, or any other type of support or recognition, either financial or non-financial;
  3. ensuring products, facilities, supplies, and services are procured at the lowest price commensurate with quality standards;
  4. avoiding even the appearance of a conflict of interest in all activities.

Article III: Definitions

  1. Board - the Board of Directors of ISGD.
  2. Committee - a duly appointed Board Committee or Pillar Committee as defined in the ISGD Bylaws.
  3. Interested Person - a director, officer, Board or Pillar Committee member, or employee of ISGD.
  4. Family - a spouse, domestic partner, children (irrespective of age), parents, or any relative of an Interested Person (or of such Interested Person’s spouse) by blood or marriage with whom the Interested Person has regular contact and about whom the Interested Person has knowledge, information, or belief regarding items included within this Policy.
  5. Organization - a person, firm, partnership, corporation (whether for-profit or nonprofit), academic institution, or any entity doing business with or seeking to do business with ISGD; or a corporation (whether for-profit or nonprofit), academic institution, or any entity operating in the field of nephrology.
  6. Controlling Interest - direct or indirect ownership or beneficial interest by an Interested Person, individually or in conjunction with members of their Family, which permits election or selection of a majority of the governing body of an Organization and/or which permits the exercise of control over the affairs of such Organization. A Controlling Interest is not necessarily a conflict of interest. An Interested Person who has a Controlling Interest has a conflict of interest only if the Board or Board Committee considering the proposed transaction or arrangement decides that a conflict of interest exists. See Article V, Section 2 of this Policy.
  7. Financial Interest - exists where an Interested Person has, directly or indirectly, through business, investment, or Family:
  8. an Ownership Interest or investment interest in any Organization with which ISGD has or is negotiating a transaction or arrangement;
  9. a compensation arrangement, including but not limited to salary/wages, consulting fees, and research grants or prizes, with any Organization or individual with which ISGD has or is negotiating a transaction or arrangement; or
  10. a potential Ownership Interest or investment interest in, or compensation arrangement with, any Organization or individual with which ISGD has or is negotiating a transaction or arrangement.

A Financial Interest is not necessarily a conflict of interest. An Interested Person who has a Financial Interest has a conflict of interest only if the Board or Board Committee considering the proposed transaction or arrangement decides that a conflict of interest exists. See Article V, Section 2 of this Policy.

  1. Ownership Interest - exists where an Interested Person owns or controls directly, indirectly, or beneficially through such person’s Family, in excess of five percent (5%) of the total value of all securities of an Organization. An Ownership Interest is not necessarily a conflict of interest. An Interested Person who has an Ownership Interest has a conflict of interest only if the Board or Board Committee considering the proposed transaction or arrangement decides that a conflict of interest exists. See Article V, Section 2 of this Policy.
  2. Significant Relationship - exists where an Interested Person or a member of such person’s Family serves as an officer, general or limited partner, board member, employee, or consultant to an Organization. In the case of other professional societies, research consortia, or similar membership-based entities, a Significant Relationship also exists when an Interested Person serves on a board, committee, or in another leadership position with such entity. An Interested Person who has a Significant Relationship has a conflict of interest only if the Board or Board Committee considering the proposed transaction or arrangement decides that a conflict of interest exists. See Article V, Section 2 of this Policy.

Article IV: Disclosure and Board Review

  1. Disclosure of Financial Interest

Each Interested Person shall sign and submit a Disclosure Statement to ISGD’s Secretary, following instructions provided by the Board of Directors, at a minimum interval of once per year. The Disclosure Statement shall disclose the nature of any existing Controlling Interest, Financial Interest, Ownership Interest, and/or Significant Relationship. A signed Disclosure Statement must be returned to ISGD’s Secretary even if it states that no Controlling Interest, Financial Interest, Ownership Interest, or Significant Relationship exists.

The Disclosure Statement must also affirm that each Interested Person:

  1. has received a copy of the Conflict-of-Interest Policy;
  2. has read and understands the Conflict-of-Interest Policy;
  3. agrees to comply with the Conflict-of-Interest Policy; and
  4. understands ISGD is a tax-exempt organization, and in order to maintain its federal tax-exemption, must engage primarily in activities which accomplish one (1) or more of its tax-exempt purposes.

Each Interested Person must also proactively notify the Board as soon as reasonably practicable of any change in circumstances requiring additions to, deletions from, or modifications to the information provided in their Disclosure Statement. This includes the addition of any new Controlling Interest, Financial Interest, Ownership Interest, or Significant Relationship. Such notification shall be submitted in writing to ISGD’s Secretary or as otherwise specified by the Board of Directors.

At any time, an Interested Person may contact the ISGD Secretary or Executive Director directly with questions or concerns about this Conflict-of-Interest Policy and/or their Disclosure Statement or disclosure requirements under this Policy generally.

  1. Board Review; Collection and Maintenance of Disclosure Statements

The Board (or any Board Committee charged with oversight of conflict-of-interest matters) must review all Disclosure Statements, and any additions to, deletions from, or modifications to Disclosure Statements, in a timely manner.

Disclosure Statements shall be considered corporate records and must be retained permanently. Disclosure Statements shall be collected, processed, handled, and stored using appropriate safeguards for keeping all personal data confidential.

  1. Board Disclosure of Proposed Transactions or Arrangements

The Board (or any Board Committee charged with oversight of conflict-of-interest matters) must disclose to all Interested Persons the name and any other relevant identifying information of any Organization with which it is considering entering into a transaction or arrangement, in order for such Interested Persons to properly update their Disclosure Statements.

Article V: Procedures

  1. Duty to Disclose

In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of any Controlling Interest, Financial Interest, Ownership Interest, or Significant Relationship and be given the opportunity to disclose all material facts to the Board and Board Committee members considering the proposed transaction or arrangement.

  1. Determining Whether a Conflict of Interest Exists

In connection with any proposed transaction or arrangement with an Organization that is under consideration by ISGD in which an Interested Person has a Controlling Interest, Financial Interest, Ownership Interest, or Significant Relationship, the Board or Board Committee considering the proposed transaction or arrangement (without the Interested Person) shall meet, discuss, and vote upon whether a conflict of interest exists. The Interested Person shall be given the opportunity to disclose any additional material facts related to their Controlling Interest, Financial Interest, Ownership Interest, or Significant Relationship and the proposed transaction or arrangement, either in writing, or by invitation at the Board or Board Committee meeting during which the potential conflict of interest is being considered.

  1. Procedures for Addressing the Conflict of Interest

If the Board or Board Committee members determine a conflict of interest exists, the following procedures will be implemented:

  1. The Chair of the Board or Board Committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
  2. After exercising due diligence, the Board or Board Committee shall determine whether ISGD can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
  3. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or Board Committee shall determine whether the transaction or arrangement is in ISGD’s best interest, for its own benefit, and whether it is fair and reasonable. After the Board or Board Committee has completed its analysis, it shall vote on whether to enter into the transaction or arrangement. Approval shall be by majority vote of directors or Board Committee members who are free of the conflict under consideration.
  4. Violations of the Conflict-of-Interest Policy

The following procedures govern violations of this Policy:

  1. If the Board or Board Committee has reasonable cause to believe an Interested Person has failed to disclose a Controlling Interest, Financial Interest, Ownership Interest, or Significant Relationship, it shall inform the Interested Person of the basis for such belief and afford the Interested Person an opportunity to explain the alleged failure to disclose. The Board may consult ISGD’s General Counsel at its discretion.
  2. If, after hearing the Interested Person’s response and after making further investigation as warranted by the circumstances, the Board or Board Committee determines the Interested Person has failed to disclose a Controlling Interest, Financial Interest, Ownership Interest, or Significant Relationship as required under this Policy, it shall take appropriate disciplinary and corrective action.
  3. Accurate and timely records shall be kept of this process and made available to the Interested Person upon request.

Article VI: Records of Proceedings

The minutes of the Board and all Board Committee meetings shall contain:

  1. the name of any Interested Persons who had a Controlling Interest, Financial Interest, Ownership Interest, or Significant Relationship in connection with a proposed transaction or arrangement under consideration by the Board or Board Committee, and the nature of such Controlling Interest, Financial Interest, Ownership Interest, or Significant Relationship;
  2. the names of the Board or Board Committee members who were present for discussions and votes relating to the Controlling Interest, Financial Interest, Ownership Interest, or Significant Relationship and possible conflict of interest, the content of the discussions, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings; and
  3. the names of the Board or Board Committee members who were present for discussions and votes relating to a possible violation of this Policy, the content of the discussions and any possible disciplinary or corrective action, and a record of any votes taken in connection with the proceedings, which shall be made available to the Interested Person upon request.

Article VII: Compensation Decisions

ISGD’s compensation decisions shall be subject to the following restrictions:

  1. A voting member of the Board who receives compensation, directly or indirectly, from ISGD for services, including but not limited to awards, grants, honoraria, and/or any other non-wage compensation is precluded from voting on matters pertaining to their compensation.
  2. A voting member of any Board Committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from ISGD for services, including but not limited to awards, grants, honoraria, and/or any other non-wage compensation, is precluded from voting on matters pertaining to their compensation.
  3. No voting member of the Board, or any Board Committee whose jurisdiction includes compensation matters, who receives compensation, directly or indirectly, from ISGD, including but not limited to awards, grants, honoraria, and/or any other non-wage compensation, is prohibited from providing information to the Board or any Board Committee regarding their compensation.

Article VIII: Periodic Reviews

To ensure ISGD operates in a manner consistent with its tax-exempt purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

  1. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.
  2. Whether partnerships, joint ventures, and arrangements with management organizations conform to ISGD’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further tax-exempt purposes, and do not result in inurement or impermissible private benefit.

Article IX: Use of Outside Experts

When conducting the periodic reviews as provided for in Article VIII, the Board may, but need not, use outside experts. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring that periodic reviews are conducted.

Article X: Standards of Conduct

  1. No Interested Person or any member of such person’s Family shall:
  2. have a Controlling Interest, Financial Interest, Ownership Interest, or Significant Relationship with an Organization or have an interest in any transaction with ISGD which would result in any benefit to the Interested Person, their Family, or an Organization in which the Interested Person has a Controlling Interest, Financial Interest, Ownership Interest, or Significant Relationship, without first following the procedures set forth in this Policy; or
  3. accept services or products at reduced prices, or receive discounts or rebates for their benefit, from an Organization, without first following the procedures set forth in this Policy.
  4. No Interested Person shall be an officer, director, trustee, or employee of an Organization during their tenure as an officer, director, Board or Pillar Committee member, or employee of ISGD, unless such Interested Person has provided notice of their intention to accept such position and has received approval from the Board (or any Board Committee charged with oversight of conflict-of-interest matters).
  5. No Interested Person shall divulge to any other person, firm, corporation, municipal body, or any other entity, any confidential information received in the performance of such Interested Person’s duties or use any such confidential information for such Interested Person’s direct or indirect personal profit or benefit, or for the benefit of their Family.
  6. No Interested Person shall transmit any knowledge of ISGD or other information which might be prejudicial to the interests of ISGD to any other person, firm, corporation, municipal body, or any other entity other than in connection with discharging such Interested Person’s responsibilities for ISGD.
  7. No Interested Person shall transmit any confidential knowledge of an Organization which might be beneficial to ISGD, without approval from the other Organization.
  8. No Interested Person shall enter into any transaction or relationship, or permit any situation or condition to exist which presents any doubt in the Interested Person’s mind as to a potential, possible, or actual conflict of interest or the appearance of a conflict of interest between such Interested Person and ISGD’s interests, without first following the procedures set forth in this Policy.

Adopted: March 20, 2023