Old Dominion University

Board of Visitors Policy

1108 Board of Visitors Conflict of Interests Policy

Date of Current Revision or Creation:

June 17, 2021

Members of the Old Dominion University Board of Visitors, as appointed by the Governor shall abide by the Commonwealth of Virginia's State and Local Government Conflict of Interests Act (Va. Code §2.2-3100, et seq.). This includes avoiding both conflicts of interests as defined by law and the appearance of such conflicts, reporting promptly to the Rector and University Counsel any potential or existing conflicts, timely filing of the annual Financial Disclosure Statement, and completing Conflict of Interest training offered by the Ethics Advisory Council every two years.

A board member shall be considered to have a conflict of interest if he or she, or persons or entities with which he or she is affiliated, has a direct or indirect interest that may impair or may appear to reasonably impair a board member's independent, unbiased judgment in the discharge or his or her responsibilities to the institution.

1. Obligation to Disclose

   1. Each board member has a continuing obligation to disclose promptly and fully any actual or potential conflicts of interest of which he or she is aware.

   2. Board members who believe they may have a conflict of interest must inform the Rector and consult with University Counsel as soon as possible. If University Counsel deems that a conflict exists (either direct or indirect), the Board member must notify the Rector of that determination.

   3. At any meeting of the Board when an issue involving the conflict is being discussed and/or considered, Board members must disclose the conflict, recuse themselves from discussion pertaining to the issue, and abstain from voting on any action involving the issue. This must be stated for the record and recorded in the meeting minutes.

   4. A board member who is recused may be counted for purposes of determining the presence of a quorum at the meeting but shall not be counted for purposes of determining the presence of a quorum for the requisite board action.

2. Obligation to Report

   1. In accordance with Va. Code §2.2-3114, board members must file a Financial Disclosure Statement form when appointed and annually thereafter on or before February 1.

   2. The Commonwealth's Ethics Advisory Council (Council) manages the electronic filing system and works with the Executive Secretary to the Board to ensure the list of current board members and their contact information is up-to-date.

   3. The Council shall make the required disclosure forms available at least 30 days prior to the filing deadline and will notify the board members via email of their requirement to file.

   4. The Executive Secretary to the Board will monitor the list of filers and send periodic reminders to those who have not yet filed.

   5. Board members who do not complete the form by February 1 may be subject to a $250 late filing penalty imposed by the Council and possible removal by the Governor for failure to comply.

   6. In accordance with Va. Code §2.2-3114.C., all forms are maintained as public records for five years in the office of the Council and such forms shall§2 be made public no later than six weeks after the filing deadline.

3. Obligation to Participate in Training

   1. In accordance with Va. Code §2.2-3128, board members are required to complete the Conflict of Interest training module provided by the Ethics Advisory Council every two years.

   2. Completion of training must be reported to the Executive Secretary to the Board of Visitors. Certification of completed training is also recorded in the training module maintained by the Ethics Advisory Council.

   3. The Executive Secretary to the Board will maintain the records of completed training dates and will notify individual board members within 30 days when they are required to retake the training module.

   4. Board members are also required to participate in educational programs provided by the State Council of Higher Education (SCHEV), which includes conflict of interest training. The Executive Secretary to the Board must track Board participation in this training and provide an annual report to the Secretary of the Commonwealth. In accordance with Va. Code §23.1-1300 and §2.03 of the Board's Bylaws, failure to attend educational programs sponsored by SCHEV within the first two years of service without sufficient cause, as determined by majority vote of the Board and may be subject to removal by the Governor.

4. Compliance Assistance

   In order to aid board members in meeting these requirements, the following assistance will be provided:

1. University Counsel shall review the annual Financial Disclosure Statements submitted by individual board members to determine if any potential conflicts of interest may exist with any issues to come before the board or with any current or potential contractual arrangements with the University.

2. Annually, the University's Department of Procurement Services shall make available to the board members through the Executive Secretary to the Board a list of the University's current vendors.

Previous Revisions

June 17, 2021