American Society for Parenteral

“The Executive Committee shall consist of the President, who shall be the Chairman, President-Elect, Vice President, Secretary/Treasurer, and Immediate Past President. The CEO shall be an ex-officio member without vote. The Executive Committee may exercise the powers of the Board of Directors when the Board of Directors is not in session, and shall be responsible to the Board of Directors and shall report to the Board of Directors within thirty (30) days any action taken. Three voting members shall constitute a quorum for the transaction of business. Meetings may be called by the President or by three voting members of the committee.”

“Every reputable and professionally qualified person actively engaged in the field of clinical nutrition, including parenteral and enteral nutrition, or involved in the use or investigation of nutritional substrates, and subscribing to the purposes of the Society and agreeing to abide by its Bylaws shall be eligible for membership. Society membership shall be divided into three mutually exclusive categories: Active Members - An Active Member must be a healthcare professional (including but not limited to: physician, dietitian, nurse, pharmacist, physician assistant, veterinarian), a researcher engaged in the field of clinical nutrition, or a trainee of disciplines qualifying for Active membership, and shall have paid the annual dues to the Society in the amount to be determined by a majority vote of the Board of Directors of the Society. Affiliate Members - An Affiliate Member may be an industry sales/marketing representative or others involved or supportive of clinical nutrition, including parenteral and enteral nutrition who are not eligible for Active membership and shall have paid the annual dues to the Society in an amount to be determined by majority vote of the Board of Directors of the Society. Emeritus Members - Any active or affiliate member who has at least 5 or more years of continuous membership in the Society, and is 65 years of age and retired, and who pays the annual dues to the Society in the amount to be determined by a majority vote of the Board of Directors of the Society, may elect to become an Emeritus Member.”

“All Active Members of the Society, regardless of academic degree, who meet the criteria established by the Board of Directors for the office of President, President-Elect, Vice President or Secretary/Treasurer shall have the privilege of being elected for such office. Emeritus Members shall have the privilege of voting but shall not have the privilege of holding office in the Society, and may participate in committees as appointed by the President.”

“The Chief Executive Office and Director of Finance review the 990 prior to sharing with the Treasurer and Board of Directors. The 990 is sent for review and discussion on a monthly board conference call. Once reviewed the 990 is filed.”

“It is the policy of ASPEN that individuals in these positions shall, in actions taken by them on behalf of ASPEN, avoid conflicts and the appearance of such conflicts, between their personal and professional interests and the interests of ASPEN. To assure this: 4.1 Individuals will annually complete a disclosure form provided by ASPEN. Applicants for positions on the ASPEN Board of Directors and committees must complete a disclosure form as part of the application process. Individuals will notify ASPEN. if new conflicts of interest arise during the year. 4.2 Individuals will recuse themselves from discussions and decisions when a conflict of interest exists. It shall be the Chair's prerogative to determine what additional steps should be taken at that point, if any, to satisfy the organization's need to continue with the discussion. Alternatives may include: asking the person to speak to the issue on the table, then leave the room; participate in the discussion, but not vote; do nothing further. If the individual is the Chair, a majority of the members present shall determine if alternatives to recusal are necessary. 4.3 Prior to any action involving a potential conflict of interest, the individual having the conflict and who is in attendance at the meeting, shall disclose all facts relevant to the conflict of interest. Such disclosure shall be reflected in the minutes of the meeting. 4.4 An individual who plans not to attend a meeting at which he or she has reason to believe that the Board or Committee will act on a matter in which the person has a conflict of interest shall disclose to the President or Chair of the meeting all facts relevant to the conflict of interest. The Chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting. 4.5 A person who has a conflict of interest shall not participate in the discussion of the matter except to disclose relevant facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting. If requested by the Chair or a majority of the members present, the individual with a conflict of interest may be asked to leave the room during discussion. 4.6 A person who has a conflict of interest that will be voted on at a meeting may be counted in determining the presence of a quorum. The person having the conflict of interest may not vote on the transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person's ineligibility to vote shall be reflected in the minutes of the meeting. 4.7 In the event it is not clear whether a conflict of interest exists, the individual with the potential conflict of interest shall disclose the circumstances to the President/Chair, or their designee, who shall determine whether there exists a conflict of interest that is subject to this policy. 4.8 Conflict of Interest Compliance Disclosure Statements shall be reviewed by the Executive Director and kept in the files of the executive office. Potential conflicts will be brought the attention of the appropriate Chair by the staff liaison. 4.9 Each individual covered by this policy shall be required to review a copy of this policy and to acknowledge in writing that he or she has done so. 4.10 This policy shall be reviewed annually by each responsible person. Any changes to the policy shall be communicated immediately to all responsible persons.”

“The Organization utilizes a written employment contract and approval by the Executive Committee when determining Chief Executive Officer (CEO) compensation. As part of the process outlined in the employment contract, the Executive Committee conducts an annual review of the CEO performance for determination regarding the annual performance bonus as specified in the contract terms. At the end of the contract term (currently three years), the Executive Committee utilizing salary comparability data from a source such as CEO Update, reviews and determines the Chief Executive Officer's salary for the next contract term.”

“The Organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”

“ASPEN is dedicated to improving patient care by advancing the science and practice of clinical nutrition and metabolism. Founded in 1976, ASPEN is an interdisciplinary organization whose members are involved in the provision of clinical nutrition therapies, including parenteral and enteral nutrition. With more than 6,000 members from around the world, ASPEN is a community of dietitians, nurses, pharmacists, physicians, scientists, students, and other health professionals from every facet of nutrition support clinical practice, research, and education.”

“The Audit Committee of the Board of Directors is responsible for oversight of the audit, including selection of the independent accountant. The process has not changed from prior years.”