Each SIIM director, officer, committee member, and individual with Board-delegated powers, shall annually complete a disclosure of any actual or potential conflicts of interest not previously disclosed, as well as a statement that affirms that such person:

  1. has access to SIIM’s Conflict of Interest policy;
  2. has read and understands the policy;
  3. has agreed to comply with the policy; and
  4. has acknowledged and understood that SIIM is designated by the Internal Revenue Service as a §501(c)(3) tax-exempt scientific and educational organization and that in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes without providing private benefits or inurement to the benefit of Interested Persons.

To complete your Conflict of Interest Disclosure go to your My SIIM Account > My Disclosures.

Conflict of Interest Policy

Purpose

The purpose of this Conflict of Interest (COI) policy is to protect the interests of the Society for Imaging Informatics in Medicine (SIIM) against negative consequences arising from COI’s. The policy is intended to supplement, but not replace, any applicable federal or state laws governing conflicts of interest in charitable and other tax-exempt corporations. As such, it also addresses the many questions and issues regarding conflicts of interest that state and federal laws do not address and gives the SIIM Board a set of procedures that can be used to obtain sufficient information about conflicts and to assess the best ways to handle them in a fair and equitable manner.

Conflict of Interest laws and policies are based on one of the most important duties of corporate directors, the duty of loyalty. This duty requires directors and officers to be faithful to the organization’s best interests and not to use their positions in the organization to advance a personal goal or to gain a benefit at the organization’s expense.
In general, any officer, director, or committee member of SIIM, when making decisions on behalf of SIIM, should always act in the best interests of the organization. In addition, no individual associated with SIIM should use his or her position for personal benefit, for the benefit of friends or relatives, or to further any outside financial or personal interests. Each member of SIIM’s Board and committees has a duty to place the interest of SIIM foremost and has a continuing responsibility to comply with this policy.

The potential harm to SIIM’s reputation and “brand” from allowing potential conflicts of interest to continue is significant. Therefore, SIIM’s Conflict of Interest policy treats potential conflicts of interest as seriously as actual conflicts of interest. The COI disclosure form should therefore include potential conflicts of interest and if necessary, propose remediation strategies as described below.

Definitions

  1. Any director, officer, committee member, or other volunteer with Board-delegated powers, who has a financial interest or commitment interest, as defined below, is an Interested Person.
  2. A financial interest shall mean the Interested Person is a direct or indirect beneficiary of:
    1. Any situation or arrangement between an entity with which SIIM has entered a contract or business transaction or similar arrangement; or
    2. Any compensation arrangement with SIIM, or with any entity with which SIIM has a contract, business transaction, or similar arrangement; or
    3. Any potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which SIIM is negotiating a contract, business transaction, or similar arrangement.
  3. A commitment interest (for which a Conflict of Interest may also be referred to as a Conflict of Commitment) shall mean the Interested Person is engaged in a 3rd party activity or organization where:
    1. The 3rd party activity interferes with the fulfillment of the Interested Person’s obligations to SIIM.
    2. The 3rd party organization competes with SIIM in one or more areas.
    3. An Interested Person is expected by SIIM to represent and promote SIIM’s vision, mission, and strategic initiatives. To the extent that the 3rd party organization has different objectives than SIIM, the Interested Person will be faced with a Conflict of Commitment. Such a conflict may exist whether a direct or indirect benefit is provided by the 3rd party organization to the Interested Person.
  4. A Conflict of Interest exists when an Interested Person has financial or commitment interests outside of SIIM which are significant enough that the Interested Person cannot reasonably be expected to exercise independent judgment and act in the best interests of SIIM.
  5. A Potential Conflict of Interest exists when an Interested Person’s activities might appear to a reasonable observer as evidence of a Conflict of Interest. Potential conflicts of interest can often be mitigated by the recusal of the Interested Person from SIIM discussions, votes, or actions related to the potential conflict. See the Table of examples below for some potential Conflicts of Interest and possible remediation strategies.

Examples

The following table provides example Conflict of Interest scenarios. For each scenario, the potential or actual conflict is described, and possible remediation strategies are suggested that might resolve the conflict.

Note 1: These scenarios are loosely based on events in SIIM’s history, and some artistic license has been taken for teaching purposes.

Note 2: The remediation strategies shown below are examples only. Persons submitting the COI disclosure form may base their proposed remediation on these examples or propose something different. All remediation proposals must ultimately be approved by the SIIM Board of Directors.

Conflicts of Financial Interest

Conflicts of Commitment Interest

Procedures

  1. Duty to Disclose
    In connection with any actual or potential Conflict of Interest, an Interested Person shall disclose the existence and nature of his or her interest to the Board of SIIM and/or to the members of committees with Board-delegated powers considering the proposed contract, transaction, or arrangement. The Interested Person shall provide all facts material to understanding the nature and scope of the conflict, including whether he or she believes the conflict would compromise his or her ability to make an independent decision based solely on the best interest of SIIM. If the Interested Person involved does not make this disclosure, another SIIM director or committee member with knowledge of the potential conflict should draw it to the Board’s attention. Additionally, an Interested Person must propose a way to mitigate the conflict.
  2. Determining Whether a Conflict of Interest Exists:
    1. After disclosure of the financial or other interest, the Interested Person shall leave the meeting of the Board or committee while the situation is discussed and voted upon. The remaining disinterested Board or committee members shall decide if a Conflict of Interest exists. If appropriate, the Chair of the Board or the committee, shall appoint a disinterested Person or committee to determine whether SIIM can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a Conflict of Interest.
    2. The Interested Person with the potential conflict must retire from the meeting and must not participate in final discussion and voting on the existence of the conflict. If a conflict is found to exist, the Interested Person may be invited to provide any relevant information that could be of use to the Board or committee in making its decision but shall again retire and not participate in the final discussion and voting regarding the transaction.
    3. With respect to transactions, the Board’s or committee’s decision shall be based on consideration of whether the transaction is in SIIM’s best interest, for its own benefit, and the most advantageous transaction or arrangement that SIIM can obtain with reasonable efforts under the circumstances. The Board should obtain sufficient documented data as to comparability, including competitive bids or some other thorough price and quality comparison before it decides to contract with an Interested Person.
    4. Any transaction with an Interested Person must be approved in advance by majority vote of the disinterested directors or committee members. The approval should include a finding that the transaction is fair to SIIM and, if the transaction involves accepting a higher bid from an Interested Person than that offered by an unrelated party, should explain the reasons for the decision.
    5. The SIIM Board retains ultimate responsibility and authority to determine any conflicts of interest issue.
    6. Those responsible for nominating or appointing leaders to positions on boards or committees should be alert for possible conflicts and should explore any questionable situations thoroughly before making nominations or appointments.
    7. Where individuals serving voluntarily on behalf of SIIM are also engaged as vendors to SIIM or its members, special attention should be given to ensure that these individuals fully disclose and avoid participation in related issues and deliberations.
  3. Records of Proceedings
    When Conflict of Interest issues arise, the minutes of the Board or committee meetings at which the matter was discussed shall contain the following information at a minimum:

    1. The names of the persons who disclosed or otherwise were found to have an actual or possible Conflict of Interest.
    2. The nature of the disclosed conflict and any actions taken to assess the Conflict of Interest.
    3. The Board’s or the committee’s decision as to whether an actual Conflict of Interest exists.
    4. The names of the persons who were present for discussions and votes relating to the contract, transaction, or arrangement, the content of the discussion, including any alternatives to the proposed contract, transaction, or arrangement, and a record of votes taken in connection with the discussions.
    5. The minutes of the meeting at which the conflict or potential conflict was considered should be circulated no later than the next meeting and approved “within a reasonable time” (usually by the following meeting).
  4. Violations of the Conflict of Interest Policy
    1. If the Board or committee has reasonable cause to believe that a member has failed to disclose actual or potential conflicts of interest, it shall inform the member of the basis for such belief and afford him or her an opportunity to explain the alleged failure to disclose.
    2. If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the Board or committee determines that the member has in fact failed to disclose an actual or possible Conflict of Interest, it shall take appropriate disciplinary and corrective action.

Annual Statements

Each SIIM director, officer, committee member, and individual with Board-delegated powers, shall annually complete a disclosure of any actual or potential conflicts of interest not previously disclosed, as well as a statement that affirms that such person:

  1. has received a copy of SIIM’s Conflict of Interest policy;
  2. has read and understands the policy;
  3. has agreed to comply with the policy; and
  4. has acknowledged and understood that SIIM is designated by the Internal Revenue Service as a §501(c)(3) tax-exempt scientific and educational organization and that to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes without providing private benefits or inurement to the benefit of Interested Persons.
Sign the Policy