Conflicts of Interest Policy

1.Purpose

This Policy ensures that decisions of the American Computer Society are made in the best interests of the Society and are, and are seen to be, free from improper influence, consistent with the Society's fiduciary duties as a Texas nonprofit corporation.

2.Who this policy applies to

1. 2.1This Policy applies to all trustees, members of Council, chairs and members of any ACS committee, panel or working group, professional assessors and examiners, employees, and volunteers acting in an official ACS capacity.
2. 2.2It applies to the interests of the individual and of persons closely connected to them, including a spouse or domestic partner, children, other close relatives and business partners.

3.Definitions

1. 3.1A direct conflict of interest arises where an individual, or a closely connected person, stands to gain or lose financially or materially from a decision in which the individual participates.
2. 3.2An indirect conflict of interest arises where the individual owes a duty of loyalty to, or has a significant relationship with, another organization or person affected by the decision, without direct personal financial gain.
3. 3.3A perceived conflict of interest arises where a reasonable, informed third party could conclude that the individual's judgment might be compromised, whether or not an actual conflict exists.
4. 3.4A related party is an entity or individual with a family, employment, ownership or contractual relationship to an ACS decision-maker such that a transaction between the Society and that party warrants disclosure.

4.Register of interests and annual declaration

1. 4.1The Registrar's Office maintains a Register of Interests recording all standing and transactional interests declared under this Policy.
2. 4.2The Register is reviewed at least annually and is available for inspection by the Board and Council and, in summary form, on request from members, consistent with confidentiality obligations.
3. 4.3Every individual within scope shall complete a written annual declaration of interests upon appointment and thereafter at each fiscal year end (June 30).
4. 4.4The declaration shall disclose directorships, employment, consultancy or advisory roles, shareholdings above five percent of a company's equity, positions with competing or related professional bodies, and any other interest reasonably capable of giving rise to a conflict.
5. 4.5Failure to submit a complete and accurate declaration within thirty days of request may result in suspension from participation in Board, Council or committee business until remedied.

5.Declaring at meetings

1. 5.1At the start of every meeting of the Board, Council or any committee, panel or working group, the chair shall invite declarations of interest relevant to the agenda.
2. 5.2An individual who becomes aware of a conflict during a meeting must declare it immediately, and the declaration shall be minuted including the nature and extent of the interest.
3. 5.3Standing declarations recorded in the Register do not substitute for a specific declaration where an agenda item directly engages that interest.

6.Recusal and quorum

1. 6.1An individual with a direct conflict shall withdraw from the discussion and any vote and, unless the chair determines otherwise, from the room, except to answer factual questions if requested.
2. 6.2An individual with an indirect or perceived conflict shall declare it; the chair, having heard submissions, decides whether recusal is required and records the decision and reasons in the minutes.
3. 6.3The chair shall ensure recusal does not defeat quorum. Where recusal would leave the meeting inquorate, the matter shall be deferred to a properly constituted sub-committee of unconflicted members with delegated authority, or referred to the Board Chair — or, where the Chair is conflicted, the Deputy — to determine an alternative decision-making route.
4. 6.4A trustee or committee member who is conflicted on a matter concerning their own conduct, appointment, remuneration or removal shall always recuse fully.

7.Gifts and hospitality

1. 7.1Individuals within scope may not solicit gifts or hospitality from any person or organization dealing, or seeking to deal, with the Society.
2. 7.2Gifts or hospitality with an estimated value of $100 or less per occasion may be accepted without declaration, provided they are not cash or cash equivalents.
3. 7.3Gifts or hospitality exceeding $100, any offer of cash or cash equivalents, or repeated gifts from the same source aggregating more than $250 in a fiscal year, must be declared to the Registrar's Office within fourteen days and recorded in the Gifts and Hospitality Log.
4. 7.4The Chief Executive, in consultation with the Board Chair, may direct that a declared gift be declined, returned or donated to a charitable cause.

8.Related-party transactions

1. 8.1Any proposed contract, grant, sponsorship or transaction between the Society and a related party of a trustee, Council member, committee member or senior staff member must be disclosed to the Board in advance.
2. 8.2Related-party transactions above $5,000 in value require prior written approval of the Board, excluding the conflicted individual, supported by evidence that terms are fair, reasonable and at least as favorable to the Society as an arm's-length alternative.
3. 8.3All related-party transactions are recorded in the Annual Report, disclosed to the auditors and, where required, reported on the Society's IRS Form 990.

9.Breaches and review

1. 9.1Failure to declare a known conflict, participation in a decision despite a declared conflict without authorization, or misuse of position for personal or third-party gain shall be treated as misconduct and referred under the Complaints and Disciplinary Procedure.
2. 9.2Decisions materially affected by an undeclared conflict may be reviewed and, where appropriate, ratified afresh or rescinded by the Board.
3. 9.3The Board reports material breaches of this Policy, and the remedial action taken, in its annual governance statement.
4. 9.4This Policy is reviewed by the Board not less than every three years, or sooner following legal or regulatory change; the next review is due in 2029.