Rate each item from 1-5 (5 is high) in respect to your willingness to contribute time and effort to these endeavors:
5. PLEDGE TO THE GLOBAL ACADEMY OF HOLISTIC NURSING
PLEASE READ
Conflict of interest: The bylaws of the Global Academy of Holistic Nursing recognize that both real and apparent conflicts or dualities of interest can occur while conducting the Academy’s affairs. The purpose of this Conflict of Interest (the “policy”) is to protect the Academy’s interests when it is considering taking an action or entering into a transaction that might benefit the private interests of a director, officer or key person1, result in the payment of excessive compensation to a director, officer or key person; or otherwise violate state and federal laws governing conflicts of interest applicable to nonprofit, charitable organizations.
Conflicts are undesirable because they may place the interests of others ahead of the Academy, and because they often reflect adversely upon the persons involved, regardless of the actual facts or motivations. Therefore, the Academy’s affirmative policy shall be to require that each Board Member, officer and senior employee (hereafter referred to as “Responsible Persons”) act in the Academy’s best interest and comply with applicable legal requirements, and (a) be familiar with the terms of the Conflict Policy, (b) disclose to the Board any possible personal, familial or business relationships that reasonably might give rise to a conflict involving XSA, (c) not be present at or participate in Board or committee deliberations or vote on the matter giving rise to such conflict; (d) not attempt to influence improperly the deliberation or voting on the matter giving rise to such conflict. The existence and resolution of the conflict shall be documented in the Academy’s records, including the minutes of any meeting at which the conflict was discussed or voted upon. This Section and the Conflict Policy shall be interpreted to be consistent with the New York Not-for-profit Corporation Law and the Internal Revenue Service as respects tax-exempt organizations.
Disclosure Of All Conflicts
All Responsible Persons under the Academy’s Conflict Policy shall (a) annually complete a disclosure form identifying any relationships, positions, or circumstances that s/he believes could contribute to a conflict of interest. In addition, each such person shall disclose any real or apparent conflicts prior to Board or committee action on a contract or transaction involving such conflict. Such disclosure shall be reflected in the minutes of the meeting.
Prescribed Activity of Persons Having Conflicts
All Responsible Persons with a real or potential conflict of interest shall not participate in or be permitted to hear the Board’s or committee’s discussion of the matter pertaining to the conflict except to disclose material facts and respond to questions. Such Responsible Person shall not be counted in determining the presence of a quorum for purposes of a vote on the matter pertaining to the conflict; the remaining disinterested members of the Board or committee may vote on the matter. Such person’s ineligibility to vote shall be reflected in the minutes of the meeting. However, if a Board member(s) needs to step out of the room due to a conflict of interest or a related party transaction, the Board member(s) is still considered “present” at the meeting and counts towards a quorum
Related Party Transactions
The Academy may not enter any related party transaction unless the transaction is determined by the Board to be fair, reasonable and in the Academy’s best interest at the time of such determination. Any Board Member, officer or key employee who has an interest in a related party transaction shall disclose to the Board the material facts concerning such interest. With respect to any related party transaction in which a related party has a substantial financial interest, the Board shall, prior to entering the transaction, (i) consider alternative transactions to the extent available; (ii) approve the transaction by not less than a majority vote of the Board members present at the meeting; and (iii) contemporaneously document in writing the basis for the Board’s approval, including its consideration of any alternative transactions.
A “related party transaction” is a transaction, agreement, or other arrangement in which a related party has a financial interest and in which the Academy or any of its affiliates is a participant. A “related party” is (A) any Board Member, officer or key employee of the Academy or any of its affiliates, (B) any relative of such person, (C) any entity in which such individual has a 35% or more ownership or beneficial interest, or in the case of a partnership or professional corporation, a direct or indirect 5% ownership interest, or (D) any other person who exercises the power of Board Members, Officers or key employees over the affairs of the Global Academy of Holistic Nursing.
