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The following policy regarding potential “conflict of interest” situations has been adopted for the purpose of assuring a high level of organizational integrity and avoidance of undisclosed conflicts of interest on the part of American Physiological Society (APS) council and staff. The policy is intended to ensure APS is informed with respect to financial interests that any member of the council and staff may have in any person, firm or entity which does business with APS and/or who holds a position of influence with another related organization. The primary principle underlying this policy is that council and staff members must never permit their personal interests to conflict, or even appear to conflict, with the interests of APS.

Each council and staff member shall abstain from discussion of any matter which relates to the decision to engage or continue the services of a person, firm or entity with which such council or staff member has a relationship or is affiliated, including discussions on the creation of such relationship, the termination of such relationship or the compensation or other terms on which the relationship will exist. The prohibition shall not prevent a council or staff member, however, from reporting with respect to any matter for which the person, firm or entity is engaged with APS.

Any covered person who has a relationship with or is affiliated with a person, firm or entity doing business with APS, which desires to do business with APS and/or who holds a position of influence with another related organization shall provide to the Executive Director, or President if appropriate, at his or her request, full and complete information with respect to his or her relationship or with such person, firm or entity which the Executive Director, or President if appropriate, shall deem necessary or desirable for APS to have so that one can consider such relationship, or potential relationship, on a fully informed basis. Council or staff members refusing to provide any such information reasonably requested by the Executive Director, or President if appropriate, can be removed from his or her position by the Executive Director, President or APS Executive Committee after a meeting to discuss the refusal.


Potential Conflict of Interest Statement

Each year APS council and staff members shall deliver to the Executive Director, or President if appropriate, a written statement in the form attached hereto as Exhibit A in which such covered person shall disclose his or her relationship or affiliation with any person, firm or entity which proposes to do business, who is doing business with APS and/or who holds a position of influence with another related organization. By signing the statement, the council or staff member acknowledges that they have received and reviewed the APS Conflict of Interest Policy.

Violations of the Conflict of Interest Policy

Violations of the Conflict of Interest Policy or any of the APS rules of conduct may constitute grounds for dismissal. Council and staff members are expected to act fairly and honestly in all transactions with APS and with others to maintain the high ethical standards of APS. If a situation arises where a council or staff member is unsure whether there may be a violation of the Conflict of Interest Policy, he or she should contact the Executive Director or the Deputy Executive Director of Finance and Administration for guidance.

Candor from Council and Staff Members

The Executive Director or the Deputy Executive Director of Finance and Administration of APS must be informed at all times of matters which might adversely affect the reputation of APS, regardless of the source of such information. Concealment may be considered a signal that the APS’ policies and rules can be ignored, and such conduct cannot be tolerated. Accordingly, there shall be full disclosure to the Executive Director or the Deputy Executive Director of Finance and Administration.

Receipt of Gifts, Gratuity and Entertainment

No council or staff member may accept a gift directly or indirectly, in any form, from a supplier or prospective supplier. For the purpose of this policy, the term “gift” means anything of value, including such meals and entertainment which do not facilitate the discussion of the APS’ business or otherwise serve a demonstrable business purpose. The terms “council” and “staff” shall include a council or staff member’s spouse, children, any dependents, parents or any person or entity acting as an agent or fiduciary for any of the foregoing, through which a council or staff member may receive a direct personal benefit. In the event that a council or staff member has any doubt concerning the propriety of accepting any gift or the applicability of the reporting, and prior approval procedures, the Executive Director, Deputy Executive Director of Finance and Administration or department directors should be consulted for guidance.

Corporate Hospitality to Public Official

Acts of hospitality toward public officials should never compromise or give the impression of compromising the integrity or reputation of either the public official or APS. When appropriate hospitality is extended, it should be with the expectation it will become a matter of public knowledge.

Dealing with Suppliers

Council and staff members must award orders, contracts and commitments to suppliers of goods and services without favoritism. Company business of this nature must be conducted strictly on the basis of merit.

Fair Competition

Under no circumstances should a council or staff member enter into arrangements with competitors affecting pricing or marketing policies.

Personal Fees and Commissions

No council or staff member may accept fees or commissions in connection with any transaction on behalf of APS. The acceptance of payments for personal consulting or other professional services requires prior approval by the Executive Director, the Deputy Executive Director of Finance and Administration or the APS Executive Committee.

Work Relationships

No council or staff member shall give special consideration to the employment of another member of council or staff member due to family or personal relationships. Just as external business decisions are based on sound ethical business practices, all personnel decisions must be based on sound management practices and not be influenced by personal concerns.