Revised and approved by the Executive Board, July 1999, Tab 5C, page 2707.
Revised and approved by the Executive Board, March 2001 – Tab 9
Revised and approved by the Executive Board, April 2009, Tab 28.
The American Association of Law Libraries (AALL) is an organization dedicated to promoting and enhancing the value of law libraries, fostering the profession of law librarianship, and providing leadership in the field of legal information. The integrity of AALL, and the activities it undertakes, depends on the avoidance of conflicts of interest, or even the appearance of such conflicts, by the individuals involved in its activities.
At the same time, AALL recognizes that the elected and appointed leaders of AALL, as well as other individuals speaking and acting on its behalf, also have significant professional, business and personal interests and relationships. Therefore, AALL has determined that the most appropriate manner in which to address actual, potential or apparent conflicts of interest is initially through liberal disclosure of any relationship or interest which might be construed as resulting in such a conflict. Disclosure under this Policy should not be construed as creating a presumption of impropriety or as automatically precluding someone from participating in an AALL activity or decision-making process. Rather, a policy of disclosure reflects AALL’s recognition of the many factors that can influence one’s judgment and a desire to make as much information as possible available to other participants in AALL-related matters.
Any individual involved in an AALL activity or decision-making process has an obligation to disclose any conflicting or potentially conflicting personal, professional or business interest he or she may have, directly or indirectly, with the affected activity or decision. Potentially conflicting interests may relate to the AALL’s programs and services (e.g., educational courses) or its operations (e.g., contracts with third parties).
In particular, participants in AALL-related activities must disclose the positions they hold or relationships they have with other organizations or entities that may conflict, directly or indirectly, with their AALL activities. They also have an obligation to disclose any material financial interest in, or other relationship with, an entity having a “commercial interest” in the activity or in the outcome or deliverable of the activity. A commercial interest may exist not only where the entity’s products or services are under consideration by the AALL, but also where the entity’s products or services are in competition or potential competition with those under consideration or where the entity’s products or services may be affected by the activity or outcome. By the disclosure of such interests, the Executive Board or its designee(s) will be in a better position to determine whether the participant may have an interest in conflict with the interests of AALL.
Although AALL primarily is concerned with potential conflicts of interest involving individuals participating directly in AALL-related activities, participants also should disclose interests or relationships of individuals with whom they directly share income (e.g., spouse, domestic partner, minor children). In addition, participants should disclose interests or relationships held by others that may affect the participant’s decision-making (e.g., business partner), but only to the extent they are aware of such information. Participants do not need to determine the nature of every interest held by a sibling, business partner, etc. if they have no independent knowledge of such interests.
The AALL Conflict of Interest Disclosure Form is considered a part of the Conflict of Interest Policy and must be submitted by any individual participating in an AALL activity, as determined by the Executive Board. Initially, a participant’s obligation to report actual, potential or apparent conflicts is discharged by completing the Disclosure Form. Participants remain under a continuing obligation, however, to report conflicts as they arise, including those that were not reported on the Disclosure Form, but which later become relevant to the AALL activity in which they are involved. The Board also may require regular reporting at the start of Board, committee, and other meetings.
Disclosure Forms will be kept on file at AALL’s office for a period of two (2) years, or one (1) year after the conclusion of the relevant activity or decision-making process, whichever is longer, unless otherwise determined by the Board.
The Executive Board has designated the Executive Director as the AALL Conflicts Administrator. The Conflicts Administrator is responsible for receiving Disclosure Forms and, in consultation with the President, applicable Committee chair, and/or legal counsel, assessing the significance of a given interest or relationship to AALL and determining the appropriate action to be taken in response to participants’ disclosures of actual, potential or apparent conflicts of interest. If the Conflicts Administrator has any existing or potential conflict of interest, he or she will disclose that conflict to the current President. The Conflicts Administrator may, in his or her reasonable discretion, appoint an appropriate staff designee to receive, review and maintain Disclosure Forms.
As a general matter, individual Disclosure Forms will be made available only to the Conflicts Administrator, not to AALL members or to others. However, the Disclosure Forms may be shared and/or information regarding the existence of individuals’ interests or relationships may be disseminated, if necessary, to review and assess the conflict, determine whether further action is necessary, and inform other involved parties (e.g., at a meeting, at an educational session, in a footnote to an article in an AALL publication). The participant will be made aware if such information is to be disclosed beyond the Conflicts Administrator (or appropriate staff designee), President, applicable Committee chair, and legal counsel.
In consultation with the President, applicable Committee chair, and/or legal counsel, the Conflicts Administrator will determine, based on the Disclosure Form and other relevant information, when an individual engaged in, or about to engage in, an AALL-related activity or other matter under consideration has an actual, potential, or apparent conflict of interest requiring some response by AALL. If the individual cannot otherwise resolve the conflict, the President, Committee chair, and/or Executive Board may require any action it deems appropriate, including, but not limited to, the following.
- Disclosure of the interest to the other participants in the decision- or policy-making body (e.g., Board, committee).
- Written and, in some cases, oral disclosure of the interest (e.g., to an audience at an educational session).
- Recusal of the individual from voting on a matter and limiting the individual’s participation only to providing factual information benefiting the group discussion.
- Complete recusal from a portion of a meeting or from other consideration of the subject matter.
- Replacement of the individual in the affected position or activity.
In most instances, disclosure of the conflicting or potentially conflicting interest will itself suffice to protect AALL’s interests. In other words, once a conflict is fully disclosed to the relevant parties, they generally will be able to evaluate the possible influence of the disclosed interest. In situations where disclosure does not adequately deal with actual or potential problems, however, additional steps as described above may be necessary.
All participants in AALL-related activities must comply with the AALL Conflict of Interest Policy. It is the responsibility of the Conflicts Administrator and disinterested members of the Executive Board, in consultation with legal counsel, to interpret and apply this Policy.
Specific Applications of the Basic Policy
In general, participants should err on the side of disclosure if in doubt as to whether it is required under the Policy. Participants should bring any questions regarding specific applications of the Policy to the attention of the Conflicts Administrator and/or legal counsel. Examples of relationships or interests related to AALL or the law librarianship profession which should be disclosed include, but are not limited to:
Any employment or consulting arrangements that are current, proposed, or occurred within the previous three (3) years, that reasonably involve the interests of AALL; and material honoraria or other payments for seminar presentations, speeches or appearances.
Any material ownership interests in an entity having a commercial interest in an activity or matter under consideration by AALL.
All positions currently held or sought in AALL (e.g., Board or committee member, course contributor, author); a current or proposed relationship with AALL (e.g., service provider, paid consultant); and any leadership role in, or other relationship with, another commercial or volunteer organization or entity (e.g., board member, committee member, advisor) directly or indirectly related to AALL or the law librarianship profession.
A “material” interest is one which, in view of all relevant circumstances, is substantial enough that it would, or reasonably could, affect a participant’s judgment with respect to AALL activities or transactions in which he or she is involved.
Application of AALL Conflict of Interest Policy
Election to the Executive Board of the American Association of Law Libraries is considered by most members to be an honor. Along with the honor, however, comes responsibility and duty. Among other duties, the elected individual has a duty to the Association – a fiduciary duty – which requires the individual not to advance personal interests in ways that injure or take advantage of the Association. Elected individuals are required to exercise strict standards of honesty and good faith, as well as reasonable care and good business judgment when acting on behalf of the Association, and to put personal interests aside when making decisions involving the Association.
Certain committees, including the Government Relations Committee, Copyright Committee and Committee on Relations with Information Vendors, as well as the AALL representatives to other organizations, are burdened with duties and responsibilities similar to those of elected officers, because they may represent the views of the Association to outside entities, where other committees and individuals cannot. Also, staff members who have financial and/or contracting responsibilities or authority to speak for the Association must be especially mindful of potential conflicts.
Recognizing these duties and the need for elected officials, certain staff and certain appointed committee members and representatives to avoid even the hint of impropriety, the Executive Board has developed a policy regarding conflicts of interest and a form to be signed annually by the officers, the members of the Executive Board, the Executive Director, Director of Finance and Administration, Director of Meetings, and Director of the Government Relations Office, Representatives, and the members of the Government Relations, Copyright and Relations with Information Vendors committees.
The policy outlines the various types of relationships that must be disclosed and to whom they must be disclosed, and establishes a procedure to manage conflicts. The form reiterates the points in the policy and requires the individual to declare any interests which might be adverse to the interests of the Association. The form also serves as a reminder to the signing individual, of the duties owed to the Association.