Conflict of Interest Policy of Caribbean Medical Student Association, Incorporated (CMSA)

ARTICLE I: Purpose

1. The purpose of this Conflict of Interest Policy (the “Policy”) is to protect CMSA’s interest when contemplating entering into a transaction or arrangement that might benefit the private interest of an Interested Person (as defined below). This policy supplements New York nonprofit laws and promotes decisions serving CMSA’s charitable mission: empowering Caribbean-connected students in health professions.

This Policy cannot describe all potential conflicts of interest.  For instance, there also may be situations where the interests of other persons, such as close friends, clients, customers or business acquaintances, create a Conflict of Interest or the perception of a Conflict of Interest. Directors, officers and Key Employees should exercise the highest standards of ethical judgment, err on the side of caution and make full disclosure of any possible Financial Interest or Other Material Interest that might impair or appear to impair his or her independence or objectivity in the discharge of his or her responsibilities and duties to CMSA.  Possible damage to the reputation of CMSA should be considered at all times.

ARTICLE II: Definitions

1. Interested Person means:

1. a director officer or committee member of CMSA; 
2. a Key Employee, or substantial contributor (anyone providing 5%+ of CMSA revenue); 
3. a director, officer committee member or Key Employee of an affiliate of CMSA;
4. a Relative of any director, officer, committee member or Key Employee of CMSA or an affiliate of CMSA; 
5. e. an entity in which a director, officer, committee member or Key Employee of CMSA or an affiliate of CMSA or a Relative of any such individual has a thirty-five percent (35%) or greater ownership or beneficial interest or, in the case of a partnership or professional corporation, a direct or indirect ownership interest in excess of five percent (5%).

2. Financial Interest means: A person who directly has or is negotiating a transaction, agreement or other arrangement with CMSA from which the Interested Person  receives or will receive an economic benefit, or such person has, directly or indirectly:

1. has an ownership/management role in an entity with which CMSA has a transaction, agreement or other arrangement;
2. receives compensation from any entity or individual with which CMSA has a transaction, agreement or other arrangement; or
3. a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which CMSA is negotiating a transaction, agreement or other arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

3. Interested Party Transaction means: Any transaction, agreement or other arrangement in which a director, officer, Key Employee or other Interested Person has a Financial Interest or Other Material Interest and in which CMSA or any affiliate of CMSA is a participant.

4. Other Material Interest means: any interest, other than a Financial Interest, that impairs or might impair a director’s, officer’s or Key Employee’s independence or objectivity in the discharge of his or her duties to CMSA.  Examples of Other Material Interests, that a director, officer or Key Employee of CMSA may have in an Interested Party Transaction include, but are not limited to:

1. a participant in the proposed Interested Party Transaction is an individual, or an entity owned by an individual, with whom the director, officer or Key Employee has a close personal or business relationship; 
2. the director, officer or Key Employee, or one of his or her Relatives, serves on the board of directors of another nonprofit organization that is a participant in, or competing with CMSA in connection with, the proposed Interested Party Transaction; or 
3. the transaction or arrangement that is the subject of the proposed Interested Party Transaction is one that the director, officer or Key Employee would like to pursue for his or her personal benefit or that of one of his or her Relatives.

5. Key Employee means: A person who is, or at any time during the past five-year period was, in a position to exercise substantial influence over the affairs of CMSA, whether or not legally an employee.

6. Relative means: A director’s, officer’s, committee members, Key Employee’s (i) spouse, siblings (whether whole or half-blood), ancestors, children (including adopted children), grandchildren, and great-grandchildren, and spouses of siblings, children, grandchildren and great-grandchildren, or (ii) domestic partner (as defined in NY Public Health Law Section 2994A).

7. Conflict of Interest means: A situation that occurs when an Interested Person’s Financial Interest or Other Material Interest may influence their judgment in CMSA decisions.

8. Disinterested Board Members means: Board members who do not have a Conflict of Interest relating to an Interested Party Transaction.

ARTICLE III: Procedures for Identifying Conflicts

1. Duty to Disclose: Every Interested Person must annually disclose all Financial Interests and promptly report any new conflicts that arise by submitting the Annual COI Disclosure Form to the Board.

2. Each prospective director or officer, prior to his or her initial election or appointment shall:

1. acknowledge his or her familiarity with this Policy, including that he or she has received a copy of the Policy and has read, understands and agrees to comply with the Policy; and 
2. disclose in writing to the Board any existing Financial Interest or Other Material Interest by completing the Annual COI Disclosure Form and submitting it to the Board.

3. Board Review:

1. The President reviews disclosures.
2. If a Conflict of Interest is identified, Disinterested Board Members will review the matter.

4. Determining Whether Conflict Exists: After disclosure and inquiry, the Disinterested Board Members determine if a Conflict of Interest exists.

ARTICLE IV: Procedure when Conflict Identified

1. If the Board determines that a Conflict of Interest exists:

b. Disinterested Board Members shall:

1. Decide if CMSA can obtain comparable terms elsewhere (e.g., survey market rates for similar services or transactions).
2. Approve only if transaction is fair, reasonable, and in CMSA’s best interest.

c. Approval Process:

1. A majority vote of Disinterested Board Members may approve of proceeding with any transaction or investment despite the existence of the Conflict of Interest.
2. Minutes document: nature of the Conflict of Interest, alternatives considered, vote outcome.
3. Where a conflict of interest has been identified, a director, officer or Key Employee must also cooperate with any plan adopted by CMSA to manage, reduce or eliminate the Conflict of Interest.

ARTICLE V: Compensation Arrangements

1. No Automatic Approval: No person who may benefit from compensation paid to members, directors, officers or Key Employees of CMSA may be present at or otherwise participate in any Board committee deliberations or voting on such member’s, director’s officer’s or Key Employee’s compensation.  However, a person who may benefit from such compensation may present information as background or answer questions at a Board or committee meeting prior to the commencement of deliberations or voting related to such compensation if so requested by the Board.

2. The Board shall ensure that the compensation is reasonable by ensuring that:

1. the terms of a compensation arrangement (including benefits) are approved in advance of payment of compensation by the Disinterested Board Members;
2. the compensation is based on comparable data, including, but not limited to (i) compensation paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions; (ii) the availability of similar services in the geographic area CMSA; (iii) current compensation surveys compiled by independent firms; and (iv) written offers from similar institutions competing for the services of the director, officer or Key Employee ).
3. the basis for its decision is adequately and contemporaneously documented in the Board minutes. Such documentation shall include (but not be limited to)  (i) the terms of the compensation arrangement that was approved and the date approved; (ii) the members of the Board who were present during deliberations on the compensation arrangement and those who voted for it; (iii) the comparability data obtained and relied upon by the Board and how the data was obtained; and (iv) any actions taken with respect to consideration of the compensation arrangement by a member of the Board who had a Conflict of Interest with respect to the compensation arrangement.

3. Reimbursement: Only for pre-approved, documented expenses furthering CMSA’s mission.:

1. Must submit executive board reimbursement request form with proof of purchase

ARTICLE VI: Violations

1. Report: Anyone suspecting violation reports to the President or any board member.

2. Additional Information: If the Board of Directors has reasonable cause to believe that a director, officer or Key Employee has failed to disclose an Interest or other Material Interest or otherwise violated this Policy, it shall inform the director, officer or Key Employee of the basis for such belief and afford the director, officer or Key Employee an opportunity to explain the alleged failure to disclose.

3. Investigation: If, after hearing the response of such individual and after making further investigation as warranted by the circumstances, the Board determines that the director, officer or Key Employee has failed to disclose an Interest or Other Material Interest or otherwise violated this Policy, it shall take appropriate disciplinary and corrective action.

4. Action: The Board may impose discipline (warning, removal from role) or refer to authorities if illegal.

ARTICLE VII: Annual Compliance

1. Annual Statements: All Interested Persons complete Disclosure Form yearly (circulated at first board meeting).

2. Review: Board reviews policy annually; updates as needed.

3. Training: New members of the Board/volunteers will receive Conflicts of Interest training.

ARTICLE VIII: Documentation

1. All conflicts, disclosures, and resolutions recorded in board minutes for IRS Form 990 and audits.

Adopted 7/12/2026