Society for Historians of American Foreign Relations
Conflict of Interest Policy
for Officers, Council Members, and Employees

Adopted: June 20, 2025

Article I. Purpose

The purpose of this policy, which officers, Council members, and employees will acknowledge annually, is to comply with laws governing non-profit charitable organizations and to protect SHAFR’s interests when entering into a transaction or arrangement that might benefit the private interests of an officer, a member of Council, or an employee of SHAFR. This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.

Article II. Definitions

Conflict of Interest – A transaction or arrangement that might benefit the private interest of an officer, a Council member, or an employee of SHAFR, or anyone else charged with participating in decision-making on SHAFR matters, such as publications. Conflicts of interest can take several forms. Decisions pertaining to related parties (defined as grandparents, siblings, and spouses), members related to employees, certain transactions, and dual-capacity individuals all present a potential conflict of interest.

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 greater than $5,000 in any entity with which SHAFR has a transaction or arrangement,
  • a compensation arrangement with SHAFR or with any entity or individual with which SHAFR has a transaction or arrangement, or
  • a potential ownership or investment interest greater than $5,000 in, or compensation arrangement with, any entity or individual with which SHAFR is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. A person with a financial interest may request that Council determine whether a conflict of interest exists.

Nonfinancial Interest – is an interest that might influence an officer or Council member’s participation or vote in an action relating to that person’s duties, such as:

  • The person’s relationship as an unpaid volunteer, officer or director of an organization that may be affected, directly or indirectly, by action to be taken, or not taken, by SHAFR.
  • The person’s personal, political, religious, friendship, or other relationships that may be affected by an action to be taken, or not taken, by SHAFR.

Article III. Procedures

Recusal of Self – Any officer, Council member, or employee may self-recuse at any time from involvement in any decision or discussion in which the member believes they have or may have a conflict of interest.

Dual-Capacity Individuals – Dual-capacity individuals are those who serve as a compensated employee as well as a Council member. These individuals do not help satisfy the quorum in Council votes. Dual-capacity individuals must self-recuse from discussion and voting on matters relating to them.

Duty to Disclose – In the absence of self-recusal:

  • In connection with any actual or possible financial conflict of interest, an interested person must disclose the existence of the interest and be given the opportunity to disclose all material facts to Council.
  • A person with an actual or possible non-financial interest shall disclose such matters as they arise when they may be relevant to a discussion or a vote. The person shall be given the opportunity to disclose all material facts to Council.

Determining Whether a Conflict of Interest Exists – In cases of uncertainty about whether a conflict of interest exists, all material facts shall be disclosed to Council. The member with a potential conflict may discuss the matter with Council, but the member shall leave the Council meeting while the potential conflict of interest is being deliberated and voted upon.

Article IV – Records of Proceedings

The minutes of the Council shall contain: the names of the persons who disclosed or otherwise were found to have a conflict of interest and the nature of that conflict of interest; and the names of the persons who were present for discussions and votes relating to the discussion, 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 with the proceedings.

I have read and agree to comply with this Conflict-of-Interest policy


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Name
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Signature Date