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.
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.
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.
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.
RECORDS OF PROCEEDINGS
The minutes of the board and all committees with board-delegated powers shall contain:
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.
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:
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.
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.
The NMCBBHP publishes general provisions which are published here.
New Mexico Credentialing Board for Behavioral Health Professionals, Inc.