In the capacity as an TxHIMA volunteer, individuals must act at all times in the best interests of TxHIMA.
The purpose of this conflict of interest policy is to protect the Texas Health Information Management Association’s (TxHIMA ) interest when it is contemplating and/or entering into a transaction or arrangement that might benefit the private interest of a volunteer of TxHIMA. It is also intended to address situations in which a volunteer may have a duality of interest. This policy is intended to supplement, but not replace any applicable state law governing conflicts of interest applicable to nonprofit and tax-exempt organizations. This policy is not intended to cover other matters which may raise fiduciary duty or propriety issues, including, but not limited to: gift acceptance, nepotism, and confidentiality, but shall be integrated with the implementation of policies affecting such matters.
What is a Conflict of Interest?
A conflict of interest may arise in any circumstance that may compromise the ability of a volunteer to make unbiased and impartial decisions on behalf of the Association and/or entity. Such circumstances may involve family relationships, business transactions, employment or contractor relationships, professional activities, or personal affiliations.
The TxHIMA Board of Directors require volunteers to complete and submit an annual Statement of Disclosure detailing any facts or circumstances that might constitute a conflict of interest. The TxHIMA Board of Directors further require volunteers to submit an amended Statement of Disclosure to reflect any material changes or additions to the submitted information that may arise during the course of the year. Volunteers are encouraged to err on the side of disclosure and to report any set of circumstances that may appear to pose a conflict of interest, even if there is uncertainty as to whether such circumstances should be disclosed.
Additionally, volunteers shall not disclose, use, publish, disseminate, reproduce, or otherwise communicate, directly or indirectly, in whole or in part, at any time or in any manner, any Intellectual Property (IP) that is owned by TxHIMA without the prior written consent of TxHIMA in each instance.
Intellectual Property. “Intellectual Property (IP)” means any information, books, documents, records, data, and other information created by or on behalf of and relating to TxHIMA, its affiliates and their business and operations. Without limiting the generality of the foregoing, IP may also include or relate to technology, products and product specifications, inventions, directors, officers, employees, agents, volunteers, suppliers, membership, members business and market forecasts, research, development, accounting, finances, marketing and other related information pertaining to the business. IP expressly includes the strategic plan and business opportunities of TxHIMA and its affiliates or joint ventures. Such information may be contained in any form or medium and may or may not be designated or marked “confidential” or the like.
How Are Conflicts of Interest Identified?
The TxHIMA Board of Directors will review each Statement of Disclosure for any set of facts or circumstances that may reflect an actual, potential, or apparent conflict of interest. The Board may request the assistance of legal counsel to identify potential conflicts. When evaluating a particular set of facts or circumstances, the Board shall consider the following nonexhaustive list of factors that may indicate a conflict of interest:
- Solicitation or acceptance of gifts or other items of value that may create an appearance or expectation of special treatment in TxHIMA matters;
- Any incident of abuse or misuse of a leadership position for personal or third-party gain or benefit;
Situations in which a volunteer may be divided between personal interests or the interests of another organization and the best interests of TxHIMA;
- Business, professional, or other activities that would materially and adversely affect TxHIMA either directly or indirectly;
Speaking on behalf of TxHIMA without authority; and,
- Any arrangement in which a volunteer provides goods or services to TxHIMA
as a paid vendor.
The Board may request additional information from any volunteer at any time; however, no individual whose relationships or activities are under review may participate in deliberations, debate, or any vote of the Board while such review is pending.
How Are Conflicts of Interest Resolved?
If the TxHIMA Board of Directors identifies an actual, potential, or apparent conflict of interest, it may take one of the following actions to resolve such conflict:
- Waive the conflict of interest as unlikely to affect the volunteer’s ability to act in the best interests of the Association;
- Determine that the individual volunteer should be recused from all deliberation and decision-making related to the particular transaction or relationship that gives rise to the conflict of interest; or
- Determine that the individual volunteer must either eliminate the conflict or resign from his or her service to TxHIMA. This course of action should apply when the conflict of interest is so pervasive that the volunteer would likely seldom, if ever, be able to act solely in the best interests of the Association.
The TxHIMA Board of Directors reserves final authority over the resolution of all conflicts of interest involving a volunteer of TxHIMA.
May Volunteers Do Business with TxHIMA?
A conflict of interest exists any time a volunteer seeks to enter into a business relationship with TxHIMA. Similar conflicts may arise through family members or through organizations in which volunteers serve in a leadership, employment, or ownership capacity.
Such conflicts do not, however, necessarily preclude business relationships with TxHIMA. The following procedure is designed to resolve conflicts of interest whenever a volunteer or a related party, seeks to provide goods or services to TxHIMA as a paid vendor, or applies to receive a significant grant or contract from the Association:
- The volunteer must promptly disclose the intent to enter into a business relationship with TxHIMA to the TxHIMA Board of Directors.
- The volunteer must recues himself or herself from all deliberation, debate, and voting related to the contemplated business relationship.
- TxHIMA will solicit proposals based on the circumstances or applications from a broad range of other qualified candidates for the agreement, contract, or grant under consideration.
- The TxHIMA Board of Directors must determine, without the presence or participation of the volunteer under review, that the transaction is fair and in the best interest of TxHIMA.
- If the TxHIMA Board of Directors approves the business relationship under consideration, the volunteer may not participate in any process by which his or her performance as a vendor, grantee, or recipient is evaluated, or in any such evaluation of a related party.
Statement of Disclosure Form
The statement of disclosure form shall be completed on an annual basis.
As a volunteer of TxHIMA, I understand that I am obligated to disclose the existence of any facts or circumstances that may constitute a conflict of interest, as the term is defined in the Conflict of Interest Policy.