New Mexico Credentialing Board for Behavior Health Professionals, Inc.

RESOLUTION TO ADOPT A CONFLICT OF INTEREST POLICY

WHEREAS, the New Mexico Credentialing Board for Behavioral Health Professionals (NMCBBHP) desires to adopt a conflict of interest policy, be it: RESOLVED, that the NMCBBHP adopt the conflict of interest policy below.

The undersigned hereby certifies that we are the duly elected and qualified Board of Directors of NMCBBHP that the foregoing is a true record of a resolution duly adopted at a meeting of the Board of Directors on February 3, 2017 and that said resolution is now in full force and effect without modification or rescission.

ARTICLE I
PURPOSE
The purpose of the conflicts of interest policy is to protect the NMCBBHP’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of NMCBBHP or create an ethical conflict of duty of an officer or director. This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations.

ARTICLE II
DEFINITIONS

  1. INTERESTED PERSON

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

      2.  FINANCIAL INTEREST

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

           An ownership or investment interest in any entity with which NMCBBHP has a transaction or arrangement, or

           A compensation arrangement with NMCBBHP or with any entity or individual with which NMCBBHP or with any transaction or arrangement, or
           A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which NMCBBHP is negotiating a transaction or arrangement.

           Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.

           A financial interest is not necessarily a conflict of interest. Under article III, section 2, a person who has a financial interest may have a conflict of interest only if the appropriate board

           or committee decides that a conflict of interest exists.
     3.  ETHICAL CONFLICT OF DUTY
          A person has a conflict of interest of duty when his/her duties as a Board member or officer conflict with professional ethical codes, terms of employment, or other professional or personal duties.  


ARTICLE III
PROCEDURES
1. DUTY TO DISCLOSE
    In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her potential ethical conflict or financial interest and all material facts to the

    directors and members of committees with board delegated powers considering the proposed transaction or arrangement.       

2. DETERMINING WHETHER A CONFLICT OF INTEREST EXISTS
    After disclosure of the relevant ethical or financial interest and all material facts, and after any discussion with the interested person, he or she shall leave the board or committee meeting  while the 

    determination of a conflict of interest is discussed and voted upon. The remaining board or committee members decide if a conflict of interest exists.


3. PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST
    An interested person may make a presentation at the board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on,the transaction or

    arrangement that results in the conflict of interest.

   The chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

   After exercising due diligence, the board or committee shall determine whether the NMCBBHP can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity

   that would not give rise to a conflict of interest.

   If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority

   vote of the disinterested directors whether the transaction or arrangement is in NMCBBHP’s best interest and for its own benefit and whether the transaction is fair  and reasonable to NMCBBHP

   and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.


4. VIOLATIONS OF THE CONFLICTS OF INTEREST POLICY
   If the board or committee has reasonable cause to believe that 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.

   If, after hearing the response of the member and making further investigation as may be warranted in the circumstances, the board or committee determines that the member has in fact failed to

   disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

ARTICLE IV
RECORDS OF PROCEEDINGS
The minutes of the board and all committees with board-delegated powers shall contain:

  • The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the board’s or committee’s decision as to whether a conflict of interest in fact existed.


  • 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 therewith.


ARTICLE V
COMPENSATION 
A voting member of the board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from NMCBBHP for services is precluded from voting on matters pertaining to that member’s compensation.

ARTICLE VI
ANNUAL STATEMENTS
Each director, principal officer and member of a committee with board delegated powers shall upon election to the board sign a statement which affirms that such person:

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


ARTICLE VII

PERIODIC REVIEWS
To ensure that the Corporation operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted. The periodic reviews shall, at a minimum include the following subjects: Whether compensation arrangements and benefits are reasonable and are the result of arm’s-length bargaining.  Whether partnership and joint venture arrangements conform to written policies, are properly recorded, reflect reasonable payments for goods and services, further NMCBBHP’s charitable  purposes and do not result in inurement of impermissible private benefit.

 
ARTICLE VII
OUTSIDE USE OF EXPERTS
In conducting the periodic reviews provided for in Article VII, the Corporation may, but need not, use outside advisors. If outside experts are used their use shall not relieve the board of its responsibility for ensuring that periodic reviews are conducted. 



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New Mexico  Credentialing Board for Behavioral Health Professionals, Inc.