Conflict of Interest Policy

Purpose
The Group for the Advancement of Doctoral Education in Social Work (GADE) encourages the active involvement of its directors, officers, and employees in the community. In order to deal openly and fairly with actual and potential conflicts of interest that may arise as a consequence of this involvement, GADE adopts the following Conflict of Interest Policy.

Policy
Directors, officers, and employees are expected to use good judgment, to adhere to high ethical standards, and to conduct their affairs in such a manner as to avoid any actual or potential conflict between the personal interests of a director or employee and those of GADE. A conflict of interest exists when the loyalties or actions of a director, officer, or employee are divided between the interests of GADE and the interest of the director, officer, or employee. Both the fact and the appearance of a conflict of interest should be avoided.

Definitions

Affiliated, affiliation includes all direct and indirect financial interests between a director, officer, or employee and a person with whom GADE is considering entering into any transaction. It also includes any other interest that may influence the judgment of a director, officer or employee. An objective test is applied to determine whether an affiliation exists between the director or employee and the other person: whether the involvement or relationship of the director, officer, or employee with the other person is such that it reduces the likelihood that the director, officer, or employee can act in the best interests of GADE.
Person means any individual, trust, estate, partnership, association, company or corporation.
Substantial influence over GADE. The following persons are deemed to have substantial influence over GADE: each member of the Board of Directors and any employed staff of GADE. Furthermore, any person who met one of these definitions in the five years before the proposed transaction is deemed, for purposes of this Policy, to have substantial influence over GADE.

Procedures
Duty to Disclose
Each employee or Board member shall disclose to the President all material facts regarding the affiliation of such employee or Board member with any person with whom GADE is considering entering a transaction. The employee or Board member shall make that disclosure promptly upon learning of the link between that person and transaction.

President and any other person with substantial influence over GADE shall disclose to the Board all material facts regarding their affiliation with any person with whom GADE is considering entering a transaction. The President or person with substantial influence shall make that disclosure promptly upon learning of the link between that person and the transaction. If there is a question as to whether the employee has substantial influence over GADE, the President shall present this issue to the Board of Directors, and the Board shall resolve the matter.

At any meeting of the Board at which a transaction involving an affiliated person will be considered, a director shall disclose to the members of the Board all material facts regarding the director’s affiliation with any person with whom the Board is considering entering into any transaction.

Determining Whether a Conflict of Interest Exists
With regard to an employee or Board member without substantial influence over GADE, the President shall determine whether a conflict of interest exists.

With regard to the President, or a person with substantial influence over GADE, the Board shall determine if a conflict of interest exists.

After an affiliation disclosure by a director at a Board meeting, the director shall leave the meeting while the implications of the affiliation are considered and voted upon. The remaining Board members shall determine if a conflict of interest exists.

Consequences of the Existence of a Conflict of Interest
With regard to an employee or Board member without substantial influence over GADE, the President shall decide the appropriate response by GADE once a conflict of interest has been determined to exist. An employee or Board member may appeal any adverse determination to the Board.

With regard to the President or a person with substantial influence over GADE, the Board shall follow the procedures set forth in Article V in order to decide whether to enter into the transaction and, if so, to ensure that the terms of the transaction are reasonable.

In the case of a Board officer, if it is determined that a conflict of interest exists, the officer shall leave the meeting while the transaction is discussed and shall not vote on it. The remaining directors shall follow the procedures set forth in Article V in order to decide whether to enter into the transaction and, if so, to ensure that the terms of the transaction are reasonable.

Findings of the Board
If the Board of Directors determines that a person with substantial influence over GADE (such person) has a conflict of interest with regard to a transaction of GADE, GADE may engage in the transaction only if the following conditions are met prior to the transaction:

Such person shall disclose to the Board all material facts concerning the person’s affiliation with the transaction.
The Board shall review the material facts. The transaction may be approved only if a majority of the directors, not counting the vote of such person, concludes that:
- The proposed transaction is fair and reasonable to GADE, and
- GADE proposes to engage in this transaction for its own purposes and benefits and not for the benefit of such person, and
- The proposed transaction is the most beneficial arrangement which GADE could obtain in the circumstances with reasonable efforts.

The minutes of any meeting at which such a decision is taken shall record the nature of the affiliation and the material facts disclosed by such person and reviewed by the Chair of the Board.

Annual Statements
Each person who is deemed to have substantial influence over GADE shall sign an Annual Disclosure Statement which affirms that the person has received a copy of this Conflict of Interest Policy, has read and understood the Policy, and has agreed to comply with the Policy, and discloses any direct or indirect affiliations.

All Annual Disclosure Statements shall be submitted to the Secretary of GADE and filed with the minutes of the first meeting of the Board of Directors held each fiscal year.

Remedies
Any Board member or officer who fails to comply with this Conflict of Interest Policy may, in the discretion of the Board of Directors, be censured or be removed from the Board. If an employee who is deemed to have substantial influence over GADE fails to comply with this Conflict of Interest Policy, he or she may be put on notice or terminated, in the discretion of the Board of Directors. Any other employee who fails to comply with this Conflict of Interest Policy may be put on notice or terminated, in the discretion of the President.

Periodic Reviews
To ensure that GADE operates in a manner consistent with its charitable purposes and its status as an organization exempt from federal income tax, the Board shall authorize and oversee a periodic review of the administration of this Conflict of Interest Policy. The review may be written or oral. The review shall consider the level of compliance with the Policy, the continuing suitability of the Policy, and whether the Policy should be modified and improved.

Approval
This policy was approved by the GADE Board of Directors on August 11, 2023.