Conflict-of-Interest Frequently Asked Questions
Q: Can a Board member serve on the board of another professional society while serving on the ASE’s Board?
A: Yes, it is acceptable to serve on boards of two professional societies contemporaneously. Board members should recognize that ideally they would not serve on the boards of two societies contemporaneously if there is any realistic possibility that the two societies could function in a competitive paradigm. If such a circumstance occurs, yearly disclosure is required and the Board member may need to recuse themself on a per-agenda basis. In addition, the Board member may need to recuse themself from discussion and actions of both professional society boards.
Q: Can an Executive Committee member serve on the board/executive committee of another professional society while serving on the ASE’s Executive Committee?
A: No. The standards regarding avoidance of COI for the EC are higher than those for Board in general. The major concern relates to society’s for which the realistic possibility of competition, and thus conflict, exists.
Q: Should Executive Committee, Board of Directors, and ASE appointed liaisons to other societys have the expectation that any member serving in the leadership (or appointed committee) of another professional society will keep ASE abreast of that society’s developments?
A: Liaisons, appointed by ASE, are asked to complete and regularly report on items that may have direct impact on ASE members. Such a person should be able to keep ASE abreast of materials and plans available to the general membership of the other society, but there should be no request or expectation that individuals would breach their fiduciary requirements to another group for ASE’s interest. ASE leadership shall model high ethical standards and actions.
Q: Can the chair of an ASE committee simultaneously serve as a committee chair or member of another society?
A: Yes, it is acceptable to serve in such a role for more than one professional society. Committee chairs should recognize that ideally they would not serve as the chair of such major committees of two societies if there is any realistic possibility that the two societies could function in a competitive paradigm. If such a circumstance occurs, yearly disclosure is required and the committee chair may need to recuse themself on a per-agenda basis. In addition, the committee chair may need to recuse themself from discussion and actions of both societies.
Q: Can members of Board utilize material or information garnered from their role on Board in order to advance a project with another society, including their employer?
A: No. Such an act would be considered a breach of the duty of loyalty. The duty of loyalty requires Board members to exercise their powers in good faith and in the best interests of the society, rather than in their own interests or the interests of another entity. The Board member cannot experience a personal gain either directly or indirectly from such materials, information, or discussion.
If a Board member desires to utilize such information in a manner that can provide personal gain, directly or indirectly, then they should:
– Discuss that intent with the president or chief executive officer as there may be extenuating circumstances that could allow for an exception. Exceptions would have to be managed by full disclosure to the Board and/or via discussion by the Governance and Compliance Committee.