WPhA Board of Directors – Conflict of Interest & Confidentiality Agreement
Code of Ethics for Board of Directors and Officers of WPhA
Service on the Board of Directors of a state organization is an important honor and responsibility. Much is expected of officers and the governing Board of Directors of the Wyoming Pharmacy Association. The membership of the association relies on its officers and Board of Directors to act in its best interests, to be knowledgeable about and proactive on the issues facing the state pharmacy associations, to study the questions before it and to base decisions on reliable information, to be a good steward of the resources of the association, and to be honest and trustworthy in all actions. To assure the trust and ethical expectations of the members of the Wyoming Pharmacy Association, I affirm the following:
Duty of Care
In all matters affecting the Wyoming Pharmacy Association, I will act in good faith and exercise my best efforts in the performance of my duties. I will faithfully prepare for discussions and decisions that affect the association by reading information sent to me by the association officers and staff and by striving to be knowledgeable on issues of importance to the association and its members.
I will make decisions based on factual data rather than unsubstantiated opinions.
I will make decisions based on what is in the best interest of all members of the association, rather than any one group, individual, or special interest.
I will be honest in doing the work of the association and in speaking on behalf of the association and its leadership in order to foster trust among association members and the public.
I will respect my fellow Board of Directors members and the members of the association, acknowledging differences of opinion, providing for open and respectful discussion, and making decisions only after listening to all points of view and all available data.
I will publicly support the majority decisions made by the Board of Directors.
I will refrain from any discussion of tuition, fees, wages, etc. that might be construed as an infraction of anti-trust law or price fixing.
I will support and encourage participation in all association programs including endorsed programs.
I will hold my own business to the highest standards of professionalism, quality, and integrity, because the manner in which I conduct my individual business affairs can affect the public image of the Wyoming Pharmacy Association.
I will not disclose, beyond its intended scope, any information which is marked, designated, or treated as confidential by the Board of Directors, officers, or staff and which I receive as a Board of Directors member of the Wyoming Pharmacy Association.
I understand that my obligation to maintain confidentiality extends indefinitely beyond my term of office.
Conflict of Interest
I acknowledge that information, programs, research, services, and methods of operation are developed by Wyoming Pharmacy Association for all members. Therefore I will not expropriate for myself, my business, or another organization any information I receive as a result of my position as an Board of Directors member of the Wyoming Pharmacy Association prior to disseminating this information to the members.
I will not create any program that is in direct competition with a Wyoming Pharmacy Association program or other programs that the association may develop in the future.
I will openly declare any actual or perceived conflict of interest that may result from my taking part in discussion or decision making on an issue before the association while having business, professional, or personal interests that could bias my decisions and I will sign the Wyoming Pharmacy Association’s conflict of interest document. I further acknowledge the Board of Directors has the sole responsibility for determining whether my interests constitute a conflict and if so what the remedy will be.
WPhA Conflict of Interest Disclosure Statement
This form will be distributed annually to each Board of Directors member, officer, and staff member and must be submitted at the annual meeting for subsequent review by the officers of the Board of Directors.
In completing this form, please consider the following guidelines:
Any potential conflict of interest that could result in a direct or indirect financial or personal benefit to a Board of Directors member, officer or staff member must be disclosed in good faith or known to the officers or committee authorizing a contract or other transaction.
All questions as to whether a conflict of interest exists shall be resolved by a vote of the Board of Directors in which the interested individual may not vote.
The interested individual may participate in the information-gathering stage of the Board of Directors’ discussion, but shall retire from the room in which the Board of Directors or a committee thereof is meeting and shall not participate in the final deliberation or decision regarding such contract or other transaction. Such interested individual may not vote on such contract or other transaction.
In connection with all actions taken by the Board of Directors with respect to any contract or transaction between the association and one or more of its Board of Directors members or officers, or between the association and any other corporation, firm, association or other entity in which one or more of the Board of Directors members or officers of the association is a director or officer or has a substantial financial interest, affiliation, or other significant relationship, each such interested director or officer of the association shall:
- disclose to the Board of Directors the material facts as to such Board of Directors’ or officer’s interest in such contract or transaction and as to any such common directorships, offices, or significant financial interest, affiliation, or other significant relationship, which disclosure shall be duly recorded in the minutes or resolutions relating to such actions, and
- abstain from voting on any such contract or transaction.
If I become aware of a potential conflict of interest, I will disclose this potential conflict to the President. I understand that, when in doubt, disclosure is recommended.