Disclosure Statement on Dual Commitments (Conflicts of Interest)

I. Officers and Councilors

(Approved 6/2014)

It is written in the Bylaws of the Endocrine Society that "each officer of the Society, and member of Council, recognizes he or she has an affirmative duty to avoid conflicts of interest which may occur during their tenure".[1] Each officer and councilor has a fiduciary obligation as well to ensure that Council as a whole avoids problems associated with the conflicts of interest of members. To comply with these requirements, officers and councilors are expected to disclose any and all commitments, relationships, and other outside endocrinology-related involvements, including those involving industry, nonprofit and for profit entities and other professional organizations, and to make themselves aware of such disclosures made by their fellow officers and councilors. "Any duality of financial interest or possible direct or indirect conflict of interest on the part of any member of Council shall be disclosed to all other members and made a matter of record through a periodic procedure authorized herein and again when the interests become a matter of Council action."[2] This applies to relationships on the part of the volunteer (or his/her immediate family,) such as employment, relevant financial relationships (i.e., stocks ((not including publicly traded mutual fund)), shareholdings, royalties, honoraria or other forms of compensation), organizational affiliations, governance (i.e., service on other governing boards or committees), consultation or advisement, grants (including grants made to an institution but controlled by the member) or other financial support with an entity whose products or services could influence, or could be perceived as influencing, the matters of his or her committee or journal.

Conflicts or dualities of interest generally arise when officers or councilors have interests or priorities that may compete or interfere with their fiduciary obligation to act in the best interests of the Society. A typical scenario involves a circumstance in which an officer or councilor, or a person or organization associated with an officer or councilor, may benefit from a particular action of the Society. Of equal magnitude are situations in which a business, funding, or other opportunity is offered to, or is being pursued by, the Society that also may be of interest to another organization with which an officer or councilor is associated. In such event, the officer or councilor has an obligation to allow the Society to pursue that opportunity exclusively and not to attempt to divert or exploit that opportunity on behalf of the other organization (or any other entity or person).

It is not the intent of this disclosure statement to prevent an officer or councilor with dual commitments from serving as an officer or councilor. Rather, disclosure is required to protect the Society, the individual officers and councilors who may have a conflict or duality of interest, and the Council as a whole, by ensuring that actions of the Council, and each officer and councilor, are taken solely in the interests of the Society and that no actual or potential opportunity of the Society is diverted or improperly exploited.

Finally, from a process standpoint, the Bylaws mandate that “any Council member having a duality of interest or possible conflict of interest on any matter shall not vote or use his or her personal influence on the matter, and shall not be counted in determining the quorum for the meeting, even where permitted by the laws of the State of Delaware. The minutes of the meeting shall reflect that a disclosure was made, by whom, the abstention from voting, and the quorum situation."[3] "The foregoing requirement shall not be construed as preventing a Council member from briefly stating his or her position in the matter nor from answering pertinent questions of other members of Council."[4]

II. Committee (Task Force, Editorial Board) Members, Chairs & Editors

(Approved 6/2014)

It is the policy of the Endocrine Society that staff, a committee chair or member or editor of an Endocrine Society publication recognizes he or she has an affirmative duty to avoid conflicts of interest that may occur during his or her tenure. To comply with these requirements, committee chairs and members and editors (and task force chairs and members, as requested) are expected to disclose any and all commitments, relationships, and other outside endocrinology-related involvements, including those involving industry, nonprofit and for profit entities, and other professional organizations. Any duality of financial interest or possible direct or indirect conflict of interest on the part of any committee chair/member or editor shall be disclosed and made a matter of record through an annual procedure authorized herein. These disclosure requirements apply to the individual, his/her spouse/partner or a member of the individual’s immediate family and include but are not limited to, employment, relevant financial relationships (i.e., stocks ((not including publicly traded mutual funds)), shareholdings, royalties, honoraria, or other forms of compensation), organizational affiliations, governance (i.e., service on other governing boards or committees), consultation or advisement, grants (including grants made to an institution but controlled by the member) or other financial support with any entity whose products or services could influence, or could be perceived as influencing, the matters of his or her committee or journal.

Conflicts or dualities of interest generally arise when committee chairs/members or editors have interests or priorities that may compete or interfere with their obligation to act in the best interests of the Society. A typical scenario involves a circumstance in which a committee chair/member or editor, or a person or organization associated with a committee chair/member or editor, may benefit from a particular action of the Society. Of equal magnitude are situations in which a business, funding, or other opportunity is offered to, or is being pursued by, the Society that also may be of interest to another organization with which a committee chair/member or editor is associated. In such event, the committee chair/member or editor has an obligation to allow the Society to pursue that opportunity exclusively and not to attempt to divert or exploit that opportunity on behalf of the other organization (or any other entity or person).

It is not the intent of this disclosure statement to prevent an individual with dual commitments from serving as a committee chair/member or editor. Rather, disclosure is required to protect the Society, the individual volunteer or editor who may have a conflict or duality of interest, and the committee or publication, by ensuring that actions of the committee chair/member or editor are taken solely in the interests of the Society and that no actual or potential opportunity of the Society is diverted or improperly exploited.

Finally, from a process standpoint, the Bylaws mandate that Council members "having a duality of interest or possible conflict of interest on any matter shall not vote or use his or her personal influence on the matter, and shall not be counted in determining the quorum for the meeting, even where permitted by the laws of the State of Delaware. The minutes of the meeting shall reflect that a disclosure was made, by whom, the abstention from voting, and the quorum present at the meeting. The foregoing requirement shall not be construed as preventing a Council member with a conflict from briefly stating his or her position in the matter nor from answering pertinent questions of other members of Council. "[5]


[1] Bylaws of The Endocrine Society, 2013, Article XIII, Section 5.

[2] Bylaws of The Endocrine Society, 2013, Article XIII, Section 5. A.

[3] Bylaws of The Endocrine Society, 2013, Article XIII, Section 5. B.

[4] Bylaws of The Endocrine Society, 2013, Article XIII, Section 5. C

[5] Bylaws of The Endocrine Society, 2013, Article XIII, Sections 5. B and C.