Board members should avoid any interest, activity, or relationship which conflicts with the interests of NCACPA. This applies to officers and members of the Board of Directors of the North Carolina Association of CPAs (NCACPA).
In the course of business, situations may arise in which a director has a conflict of interest, or the appearance of a conflict of interest. All directors have an obligation to:
- Avoid conflicts of interest, or the appearance of conflicts, between their personal interests and those of NCACPA in dealing with outside entities or individuals;
- Disclose real and apparent conflicts of interest; and
- Refrain from participating in any decisions on matters that involve a real conflict of interest or the appearance of a conflict.
A potential conflict would exist wherever a board member has an interest in, or connection with, an enterprise with which NCACPA has conducted or might conduct business (or with individuals associated with such an enterprise) where that interest is of such a nature that it might influence the independent judgment of the board member. It should be understood the conflicting interest referred to throughout these guidelines may be direct or indirect (the interest might be that of the board member, that of another person such as a relative of the board member, or that of a business enterprise in which the board member or such other person has an interest). Further, the interest might be financial or otherwise.
What Constitutes a Conflict of Interest?
An actual or potential conflict of interest arises when a director is in a position to influence a decision that may result in a personal gain for himself/herself as a result of business dealings with NCACPA.
Examples of conflicts of interest include, but are not limited to, situations in which a director:
- Negotiates or approves a contract, purchase, sale, or lease on behalf of NCACPA and has a direct or indirect interest in, or receives personal benefit from, the entity or individual providing the goods or services;
- Has an immediate family member who has a material direct financial interest in, or serves as an officer or director of, an entity with which NCACPA has or is negotiating a transaction, contract, or other arrangement;
- Employs or approves the employment by NCACPA of a person who is an immediate family member of the director;
- Uses NCACPA’s facilities, other assets, staff members, or other resources for personal gain; or
- Receives money or a substantial gift from an NCACPA vendor, if the director is responsible for initiating or approving purchases from that vendor.
The first step in addressing conflicts of interest is prompt disclosure. A director who believes he/she may be perceived as having a conflict of interest in a discussion or decision should disclose that conflict to the current chair, who will review and respond. If the chair discloses a potential conflict, the chair-elect will review and respond.
Violation of this policy by board members could result in disciplinary actions in accordance with the Code of Professional Conduct and bylaws of NCACPA.