Conflict of Interest Policy

Article I — Purpose

The purpose of this Conflict of Interest Policy is to protect the interests of the American Academy of Interventional Spine and Neuromodulation ("AAISN") when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, director, committee member, or other interested person. This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit organizations.

This policy is adopted in accordance with the requirements of the Internal Revenue Service for organizations seeking or maintaining tax-exempt status under Section 501(c)(3) of the Internal Revenue Code, as reflected in IRS Form 1023.

Article II — Definitions

1. Interested Person

Any director, officer, committee member, or other person with delegated powers ("Interested Person") who has a direct or indirect Financial Interest, as defined below.

2. Financial Interest

A person has a Financial Interest if the person has, directly or indirectly, through business, investment, or family:

• An ownership or investment interest in any entity with which AAISN has a transaction or arrangement;
• A compensation arrangement with AAISN or with any entity or individual with which AAISN has a transaction or arrangement; or
• A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which AAISN is negotiating a transaction or arrangement.

"Compensation" includes direct and indirect remuneration, as well as gifts or favors that are not insubstantial. A Financial Interest is not necessarily a conflict of interest. A person who has a Financial Interest may have a conflict of interest only if the Board of Directors or appropriate committee decides that a conflict of interest exists, in accordance with this policy.

Article III — Procedures

1. Duty to Disclose

In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of the Financial Interest and be given the opportunity to disclose all material facts to the Board of Directors or committee considering the proposed transaction or arrangement.

2. Determining Whether a Conflict Exists

After disclosure of the Financial Interest and all material facts, and after any discussion with the Interested Person, the Interested Person shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists.

3. Procedures for Addressing a Conflict

• An Interested Person may make a presentation at the Board or committee meeting, but after the presentation, the Interested Person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
• The chairperson of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
• After exercising due diligence, the Board or committee shall determine whether AAISN can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
• If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in AAISN's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, the Board or committee shall make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Policy

• If the Board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
• If, after hearing the member's response and after making further investigation as warranted by the circumstances, the Board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV — Records of Proceedings

The minutes of the Board and all committees with Board-delegated powers shall contain:

• The names of the persons who disclosed or otherwise were found to have a Financial Interest in connection with an actual or possible conflict of interest, the nature of the Financial Interest, any action taken to determine whether a conflict of interest was present, and the Board's or committee's decision as to whether a conflict of interest in fact existed.
• The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V — Compensation

• A voting member of the Board who receives compensation, directly or indirectly, from AAISN for services is precluded from voting on matters pertaining to that member's compensation.
• A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from AAISN for services is precluded from voting on matters pertaining to that member's compensation.
• No voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from AAISN, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Article VI — Annual Statements

Each director, officer, and member of a committee with Board-delegated powers shall annually sign a statement which affirms such person:

• Has received a copy of this Conflict of Interest Policy;
• Has read and understands the policy;
• Has agreed to comply with the policy; and
• Understands that AAISN is a charitable organization and, in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Article VII — Periodic Reviews

To ensure AAISN operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

• Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining;
• Whether partnerships, joint ventures, and arrangements with management organizations conform to AAISN's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or an excess benefit transaction.

Article VIII — Industry Relationships

Given AAISN's role in medical education and its relationships with device manufacturers, pharmaceutical companies, and other industry entities, the following additional provisions apply:

• All Board members and officers must disclose any financial relationships with medical device, pharmaceutical, or biotechnology companies, including consulting agreements, speaking fees, royalties, equity interests, and research funding.
• Board members with material financial interests in an industry entity shall recuse themselves from any vote or decision involving that entity's products, sponsorship, or partnership with AAISN.
• Industry-funded educational content must be reviewed by at least one Board member or committee member without a financial conflict with the funding entity.
• All industry disclosures shall be updated annually and made available to the full Board.

Article IX — Use of Outside Experts

When conducting the periodic reviews provided for in Article VII, AAISN may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.