AHA Council Conflict of Interest Policy

Adopted 2013; updated 2025

Article I

Purpose

The purpose of the conflict of interest policy is to protect the American Historical Association’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private, professional, or financial interest of an officer or Council member of the Association or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofits and charitable organizations.

Article II

Definitions

1. Conflict of Interest

A conflict of interest arises when a person’s duty to the Association may be influenced, or appear to be influenced, by a personal interest—financial, professional, or otherwise. A conflict of interest may exist when a Council member, principal officer, or committee member with Council-delegated powers:

1. 1. Stands to gain financially from a decision or transaction of the Association;
   2. Has a personal or professional relationship with an individual or organization that could benefit from the Association’s actions; or
   3. Holds a position (as director, officer, employee, or agent) in another organization that may compete or conflict with the Association’s interests.

2. Interested Person

Any Council member, principal officer, or member of a committee with Council-delegated powers, who has a direct or indirect financial or professional interest, as defined below, is an interested person.

3. Financial Interest

A person has a financial interest if the person has directly or indirectly, through business, investment, or family:

1. 1. An ownership or investment interest in any entity with which the Association enters into or maintains a transaction or arrangement;
   2. A compensation arrangement with the Association; or
   3. A compensation arrangement, greater than $10,000, with any entity or individual with which the Association enters into or maintains a transaction or arrangement; or
   4. A potential ownership or investment interest in any entity or individual with which the Association is negotiating a transaction or arrangement; or
   5. A potential compensation arrangement, greater than $10,000, with any entity or individual with which the Association is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2 of this policy, a person who has a financial interest may have a conflict of interest only if the Council or appropriate committee with Council-designated powers decides that a conflict of interest exists.

4. Professional Interest

A person has a professional interest if the person has any involvement, position, affiliation, or activity arising from an individual’s professional role, expertise, or employment with a person or entity that could influence—or appear to influence—their judgment in matters affecting the Association. A professional interest may create a conflict when it intersects with the Association’s decisions, programs, or policies in ways that could benefit the individual’s employer, clients, or professional standing.

Article III

Procedures

1. Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence and nature of the conflict and be given the opportunity to disclose all material facts to the Council or members of committees with Council-delegated powers before any discussion or decision by the Council or committee with Council-delegated powers related to the matter.

2. Determining Whether a Conflict of Interest Exists

After disclosure of the potential conflict and all material facts, and after any discussion with the interested person, the interested person shall leave the meeting while the remaining Council or committee members discuss and vote on whether a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest

1. 1. An interested person may make a presentation at the Council or committee meeting, but shall leave the meeting before discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
   2. If appropriate, the President of the Association or committee shall appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
   3. After exercising due diligence, the Council or committee shall determine whether the Association 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.
   4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Council or committee may approve by a majority vote of the disinterested members the transaction or arrangement if it is fair and reasonable and in the Association’s best interest.

4. Violations of the Conflict of Interest Policy

1. 1. If the Council or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
   2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Council or committee determines the member has failed to disclose actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV

Records of Proceedings

The minutes of the Council and all committees with Council-delegated powers shall contain:

1. 1. The names of the persons who disclosed or were found to have a conflict of interest, the nature of the conflict, any action taken to determine whether a conflict existed, and the Council’s or committee’s decision regarding the conflict.
   2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V

Compensation

1. 1. A voting member of the Council who receives compensation, directly or indirectly. from the Association for services is precluded from voting on matters pertaining to their compensation.
   2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Association for services is precluded from voting on matters pertaining to their compensation.
   3. No voting member of the Council or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly from the Association, either individually or collectively, may participate in the discussion or approval of any transaction or arrangement that provides direct or indirect financial benefit to themselves.

Article VI

Annual Statements

Each Council member, principal officer and member of a committee with Council delegated powers shall annually sign a statement which affirms such person:

1. 1. Has received a copy of the conflicts of interest policy;
   2. Has read and understands the policy;
   3. Has agreed to comply with the policy; and
   4. Understands the Association is a charitable organization, and in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more or its tax-exempt purposes.

Article VII

Periodic Reviews

The Association shall conduct periodic reviews of this policy to ensure that transactions are conducted in a manner consistent with this policy, that no arrangements result in inurement or impermissible private benefit, and that the Association operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status. The periodic reviews shall, at a minimum, include the following subjects:

1. 1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining
   2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Association’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction

Article VIII

Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, the Association may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Council of its responsibility for ensuring periodic reviews are conducted.