In their capacity as members of the Board of Directors (“Board”) of the National Foundation for Infectious Diseases (“NFID”), Directors must always act in the best interests of NFID. The purpose of this policy is to help inform the Board about what constitutes a conflict of interest, assist the Board in identifying and disclosing actual and potential conflicts, and help ensure the avoidance of real or perceived conflicts of interest. This policy may be enforced as described below.

1. All Directors have a fiduciary duty to conduct themselves without conflict with the interests of NFID. In their capacity as Board members, they must subordinate individual, third-party, and other interests to the welfare and best interests of NFID.

2. A conflict of interest is a transaction or relationship which presents, or may present, a conflict between a Director’s obligations to NFID and the Director’s personal, business, or other interests.

3. All conflicts of interest are not necessarily prohibited or harmful to NFID. However, timely and full disclosure of all actual and potential conflicts, and a determination by the disinterested Board (or NFID Executive Committee) members—with the interested Board member(s) recused from participating in discussions and voting on the matter—are required.

4. All actual and potential conflicts of interest shall be disclosed by Board members to the NFID Executive Committee through the annual disclosure process and/or whenever a conflict arises. The disinterested members of the NFID Executive Committee shall make a determination as to whether a conflict exists and what subsequent action is appropriate (if any). The NFID Executive Committee shall inform the Board of such determination and action. The Board shall retain the right to modify or reverse such determination and action and shall retain the ultimate enforcement authority with respect to the interpretation and application of this policy.

5. All NFID Officers shall direct their attention and energy to the activities of NFID and shall not engage in any service on the board of directors or similar body of any other related organization without approval by the NFID Executive Committee. Officers will not engage in any outside activities that might interfere with NFID activities or reflect unfavorably on the reputation and name of NFID as determined at the sole discretion of the NFID Executive Committee. Notwithstanding the above, Officers may engage in charitable, professional, and civic activities that do not constitute a conflict of interest or otherwise impact the performance of the Officer’s duties to NFID.

6. On an annual basis, all Board members shall be provided with a copy of this policy and required to complete and sign the NFID disclosure form.


Approved March 2023