Conflict Of Interest Policy
As a Phaleristic non-profit organization, we shall be transparent in all our activities.
It is the policy of the International Phaleristics Association (IPA) to conduct its organization according to the highest ethics.
All members are expected to act with integrity when dealing with government agencies, other organizations, sponsors and donors, suppliers, fellow members, and the general public.
The International Phaleristics Association will conduct its affairs decently and above reproach and will operate with the highest level of integrity and avoid conflicts of interest.
Between the organization, Board of Directors, staff, and volunteers there exists a fiduciary duty that carries with it a broad and unbending duty of loyalty.
The Board of Directors, staff, and volunteers have the responsibility to administer the affairs of IPA honestly and prudently, and to exercise their best care, skill and judgment for the sole benefit of transactions involved in their duties, and they shall not use their positions with the organization or knowledge gained therefrom for their personal benefit.
The interests of IPA must have the first priority, and all purchases of goods and services must be affected on a basis that secures for IPA full competitive advantage as to product, service and price.
This policy is directed to all members of the Board of Directors, staff and volunteers who can influence the actions of IPA or make commitments on their behalf. For example this would apply to all persons making purchasing decisions, all other persons who might be described as Moderator of the forums, and all who have proprietary information concerning IPA. In addition, such persons may include:
• Persons who make purchasing decisions on behalf of IPA.
• Persons who have managerial authority in IPA or who might be described as “management personnel” of IPA.
• Persons who serve as key advisors to another person or persons who have managerial authority in IPA.
• Persons who receive compensation based on revenues derived from activities of IPA that they control.
• Persons who have authority to control or determine a significant portion of IPA’s capital expenditures, operating budget, or compensation to any member for services rendered.
• Persons who own a controlling interest in a corporation, partnership, or trust that contracts with IPA.
Unless disclosed to the Board of Directors of IPA and approved by it as described below, no covered persons shall have any direct or indirect conflict of interest in his or her dealings on behalf of IPA.
Without limiting the foregoing, covered persons shall abide by the following applications of this policy:
• No covered person shall seek or accept any gift, gratuity, entertainment, travel or other service of material value from any person or organization doing business with IPA or seeking to do business with IPA.
• Similarly, no covered person shall make or offer any gift, gratuity, entertainment, travel or other item or service of material value to any person or organization doing business with IPA or with whom IPA is seeking to do business.
• For purposes of this standard, reasonable and customary gifts of memento advertising (e.g. calendars, pens, bags and the like), or an occasional meal (not excessive in cost) shall not be deemed to be an item of material value.
The duty to avoid conflicts of interest may arise in any number of situations. Among them are in the context of relationships with the following persons:
• Persons or entities supplying goods or services, or seeking to supply goods or services to IPA.
• Persons or entities from whom IPA leases property or equipment.
• Persons or entities with whom IPA is dealing or planning to deal in connection with the gift, purchase or sale of property belonging to IPA.
• Persons or entities paying honoraria, royalties, or other value for products or services delivered by IPA or a member of the Board of Directors, its agents, staff or volunteers.
• Other not-for-profit organizations, whether in the capacity of actual or potential donor or actual or potential recipient of a donation or grant; co-laborer, or other capacity.
• Donors and others supporting the organization.
• Media carrying IPA advertising or content.
• Governmental and non-governmental agencies, organizations, and associations that affect or can affect the operations of IPA.
• Persons who are in a position to exercise substantial influence over the affairs and actions of IPA, or who have been in such a position at any time in the past five (5) years.
• IPA itself.
A material conflicting interest may be defined as an interest, direct or indirect, between any person or entity mentioned above and a Director, Staff, volunteer, or influential agent (or any person who has served as a Director, Staff, volunteer, or influential agent in the past five (5) years), which might affect, or might reasonably be thought by others to affect, the judgement or conduct of a Director, Staff, volunteer or influential agent of IPA. Such an interest might arise, for instance, through:
• Owning stock or holding debt or other proprietary interests in any third party dealing with IPA.
• Holding office, serving on the Board of Directors, participating in management or being otherwise employed (or formerly employed) in any third party dealing with IPA.
• Receiving remuneration for services with respect to individual transactions involving IPA.
• Using IPA’s personnel, equipment, supplies, or good will for other than Organization-approved activities, programs, and purposes.
• Receiving personal gifts or loans from third parties dealing with IPA. Other than gifts of clearly nominal value. No personal gift of money should be accepted from such sources. As stated above, for purposes of this policy, reasonable and customary gifts of memento advertising, or an occasional meal shall not be deemed to be an item of material value.
• Expending staff time for personal affairs, or for other organizations, civic or otherwise, at the detriment of IPA.
• Providing excessive or unreasonable benefits to third parties, on behalf of IPA, or receiving excessive or unreasonable benefits from third parties while acting as a Director Officer, Staff, Volunteer, or Agent of IPA.
Conflicts or potential conflicts may be direct or indirect. Indirect conflicts may arise if any of the following have an interest:
• A family member of a Director, Officer, Staff, Volunteer, or Agent of IPA. (Family member is defined broadly, and includes all persons related by whole or half-blood or by marriage, including but not limited to siblings, siblings’ spouses, ancestors, children, grandchildren, great-grandchildren, and all their spouses.)
• An estate or trust of which the Director, Officer, Staff, Volunter, or Agent of IPA, or member of such person’s family is a beneficiary, personal representative, or trustee.
• A company of which a member of the family or the Director, Officer, Staff, Volunteer, or Agent of IPA is an Officer, Director, or employee, or in which such person has ownership or other proprietary interest.
All Trustees Officers, Staff, Volunteers and Agents of IPA shall disclose all real and apparent conflict of interest that they discover or that have been brought to their attention in connection with IPA’s activities.
“Disclosure” shall mean providing properly, to the appropriate person, a written description of the facts comprising the real or apparent conflict of interest. An annual disclosure statement shall be circulated to Trustees, Officers, Staff, Volunteers, and Agents of IPA to assist them in considering such disclosures, but disclosure is appropriate and required whenever conflicts of interest may occur. The written notices of disclosure shall be filed with the President. At the annual board meeting at the Annual Membership meeting, all disclosures of real or apparent conflict of interest shall be noted, for the record, in the minutes.
An individual Trustee, Officer, Staff, Volunteer, or Agent of IPA who believes that he or she or an immediate member of his or her immediate family might have a real or apparent conflict of interest, in addition to filing a notice of disclosure, must abstain from:
1. Participating in discussions or deliberations with respect to the subject of the conflict (other than to provide factual information or to answer questions.)
2. Using his or her personal influence to affect deliberations.
3. Making motions.
4. Voting.
5. Executing agreements
6. Taking similar actions on behalf of the organizations where the conflict of interest might pertain by law, agreement or otherwise.
At the discretion of the Board of Directors, a person with a real or apparent conflict of interest may be excused from all or any portion of the discussion or deliberations with respect to the subject of the conflict.
A member of the Board of Directors, Staff, Volunteers, or Agent of IPA therefore, who, having disclosed a conflict of interest, nevertheless shall be counted in determining the existence of a quorum at any meeting which the subject of the conflict is discussed. The minutes of the meeting shall reflect the individual’s disclosure, the vote thereon, and the individual’s abstention from participation and voting.
I. Article V Board of Directors, Section 5 a-d
The board of directors shall have a maximum of nine (9) members.
b. It shall be compromised of 7 officers and 2 directors.
c. The officers are: President, Vice President, Secretary, Director of Treasury, Director of Operations, Director of Public Affairs, Director of International Relations.
d. Journal Editor and Director of Advertising are staff positions.
II. Article VIII Accounts Section a.
a. IPA shall be hosted in the Netherlands. It shall be registered as an NGO in the Netherlands. Banking shall be conducted in the Netherlands with the Association’s accounts held there.
III. Article V Board of Directors Section a-b
Section 1
a. The Board of Directors shall have a maximum of eleven (11) voting members.
b. It shall be comprised of three (3) officers and eight (8) Directors. The Officers are:
President, Vice President and Secretary.
The Directors are; Director of Treasury, Director of Operations, Director of International Relations, and 5 Directors-at-Large
IV Article VIII Accounts
Section 1
a. The International Phaleristics Association shall be based in the State of Texas, United States of America. It shall be registered in the United States of America as a Non-profit organization under appropriate laws governing Non-profit organizations. It shall be registered as a Non-profit organization with the Secretary of State for the State of Texas, United States of America.
b. A bank account shall be established in the United States of America.