Association Rules — 80. Board of Directors
80-1. Board of Directors' Executive Function
80-1.1 As the executive committee of Council, the Board of Directors may act for Council on policy decisions or make statements on public issues as long as those decisions or statements are in accordance with the purposes of the Association in Article I of the APA Bylaws. Because Council is the primary determiner of policy decisions for the Association, the Board should consult Council whenever possible either through assembly or by mail. When it is not possible to consult the Council when acting on its behalf, the Board of Directors shall declare an emergency as directed in Article VII, Section 4 of the APA Bylaws. To declare an emergency requires the affirmative vote of a majority of the voting members of the Board (six directors). Moreover, in the event that the Board makes a statement on a public issue, it is essential that the statement reflect the sentiment of the majority of the voting members of the Board (six directors). The guidelines developed by the ad hoc Committee on Public Affairs* urge caution and restraint in taking positions on public policy issues that are removed from psychology's main concerns. Both the Board of Directors and Council should consult these guidelines before issuing public policy statements.
*Tyler, L. "An Approach to Public Affairs: Report of the Ad hoc Committee on Public Affairs," American Psychologist, 24, (1), 1969, pp. 1-4. Amended by the Board of Directors at its February 1973 meeting as reported in the American Psychologist, 29, (6), 1974, p. 406.
80-1.2 Advisory mail ballots of Council may be taken at the request of the Board of Directors, but the results of such a ballot shall not be binding on the Board nor upon any subsequent action of Council. Actions of the Board taken subsequent to such an advisory ballot are subject to the same review under Article IV, Section 1 of the APA Bylaws as are all other actions of the Board.
80-2. Conflict of Interest and Duality Guidelines for the Board of Directors
80-2.1 WHEREAS, The proper governance of the American Psychological Association depends on officers, including President, chief staff officer, Recording Secretary, Treasurer, and nominees thereto (hereafter "officers") and on members of the Board of Directors; and
WHEREAS, The giving of this service, because of the varied interests and backgrounds of the officers and board members, may result in situations involving a dual interest which might be interpreted as conflict of interest; and,
WHEREAS, This service should not be rendered impossible solely by reason of duality of interest or possible conflict of interest; and
WHEREAS, This service nevertheless carries with it a requirement of loyalty and fidelity to the institution served, it being the responsibility of the officers and members of the board to govern the institution's affairs honestly and economically, exercising their best care, skill, and judgment for the benefit of the institution; and,
WHEREAS, The matter of any duality of interest or possible conflict of interest can best be handled through full disclosure of any such interest, together with noninvolvement in any vote wherein the interest is involved;
NOW THEREFORE BE IT RESOLVED: That the following policy of duality and conflict of interest is hereby adopted:
All members of the Board of Directors and all officers shall exercise the utmost good faith in all transactions touching upon their duties to the institution and its property. In their dealings with and on behalf of the institution, they shall be held to a strict rule of honest and fair dealing between themselves and the institution. They shall not use their position, or knowledge gained therefrom, so that a conflict might arise between the interest of the institution and that of the individual.
All acts of such persons shall be for the best interest of the institution.
Any duality of interest or possible conflict of interest on the part of any officer or governing board member should be disclosed to the other members of the board and made a matter of record when the interest becomes a matter of action by the board, by a committee of the board, or by an operating board of the association to which that director serves as liaison. Where, in the sole judgment of the individual director or officer, the situation involves sensitive or confidential information, disclosure may be limited initially to the President or chairperson of the operating board involved, who will then decide whether further disclosure is required.
Any governing board member having a duality of interest or possible conflict of interest on any matter should not vote or use his or her personal influence on the matter, and he/she should not be counted in determining the quorum for the board or committee meeting, even where permitted by law. The minutes of that meeting should reflect that a disclosure was made, the abstention from voting, and the quorum situation.
The foregoing requirements should not be construed as preventing the governing board member from briefly stating his or her position in the matter, nor from answering pertinent questions of other board members since his/her knowledge may be of great assistance.
BE IT FURTHER RESOLVED: That this policy be reviewed annually for the information and guidance of officers and governing board members, and that all new members or officers be advised of the policy upon entering on the duties of their office.