Conflict of Interest

The purpose of the following policy and procedures is to prevent the personal interest of staff members, board members, and volunteers from interfering with the performance of their duties to the South Carolina Association of CPAs, or result in personal financial, professional, or political gain on the part of such persons at the expense of SCACPA or its Members, supporters, and other stakeholders.

Definitions: Conflict of Interest (also Conflict) means a conflict, or the appearance of a conflict, between the private interests and official responsibilities of a person in a position of trust.  Persons in a position of trust include staff members, committee members, chapter officers, board members and officers of the South Carolina Association of CPAs.

POLICY AND PRACTICES

1. Full disclosure, by notice in writing, shall be made by the interested parties to the full Board of Directors in all conflicts of interest, including but not limited to the following:

a. A board member is related to another board member or staff member by blood, marriage or domestic partnership.
b. A staff member in a supervisory capacity is related to another staff member whom she/he supervises.
c. A board member, officer or their organization stands to benefit from a South Carolina Association of CPAs transaction or staff member of such organization receives payment from South Carolina Association of CPAs for any subcontract, goods, or services other than as part of her/his regular job responsibilities or as reimbursement for reasonable expenses incurred as provided in the bylaws and board policy.
d. A board member or staff member is a member of the governing body of a contributor to South Carolina Association of CPAs.
e. A committee chair, chapter officer or volunteer working on behalf of SC Association of CPAs who meets any of the situations or criteria listed above.

2. Following full disclosure of a possible conflict of interest or any condition listed above, the Board of Directors shall determine whether a conflict of interest exists and, if so the Board shall vote to authorize or reject the transaction or take any other action deemed necessary to address the conflict and protect South Carolina Association of CPA’s best interests. Both votes shall be by a majority vote without counting the vote of any interested director, even if the disinterested directors are less than a quorum provided that at least one consenting director is disinterested.

3. A Board member, committee chair, chapter officer or other volunteer who is formally considering employment with the South Carolina Association of CPAs must take a temporary leave of absence until the position is filled. Such a leave will be taken within the Board member or volunteer’s term of office which will not be extended because of the leave. A Board member, committee chair, chapter officer or other volunteer who is formally considering employment with the South Carolina Association of CPAs must submit a written request for a temporary leave of absence to the Secretary of the South Carolina Association of CPAs Board indicating the time period of the leave. The Secretary of the South Carolina Association of CPAs will inform the Chair of the Board of such a request. The Chair will bring the request to the Board for action. The request and any action taken shall be reflected in the official minutes of the South Carolina Association of CPAs.

4. An interested Board member, committee chair, chapter officer, other volunteer or staff member shall not participate in any discussion or debate of the Board of Directors, or of any committee or subcommittee thereof in which the subject of discussion is a contract, transaction or situation in which there may be a perceived or actual conflict of interest. However, they may be present to provide clarifying information in such a discussion or debate unless objected to by any present board or committee member.

5. Anyone in a position to make decisions about spending the South Carolina Association of CPA’s resources (i.e., transactions such as purchases contracts) – who also stands to benefit from that decision – has a duty to disclose that conflict as soon as it arises (or becomes apparent); s/he should not participate in any final decisions.

6. A copy of this policy shall be given to all Board members, committee chairs, chapter officers, other volunteers, staff members or other key stakeholders upon commencement of such person’s relationship with South Carolina Association of CPAs or at the official adoption of stated policy. Each board member, committee chair, chapter officer, other volunteer, staff member shall sign and date the policy at the beginning of her/his term of service or employment and each year thereafter. Failure to sign does not nullify the policy.

7. This policy and disclosure form must be filed annually by all specified parties.