The EMDR Center of Southern California ("ECSC")
Conflict of Interest Policy
Article I – Purpose
The purpose of this conflict of interest policy is to protect ECSC's interests when it is contemplating entering into a transaction or arrangement that might benefit the private interests of the Program Administrator/Owner or any Instructor at ECSC.
Article II - Definitions
1. Interested person -- The Program Administrator/Owner, or any ECSC Instructor who has a direct or indirect financial interest or commercial support, as defined below, is an interested person.
2. Financial interest -- A person has a financial interest if the interested person has, directly or indirectly, through commercial support:
a. An ownership or investment interest in any entity with which ECSC has a transaction or arrangement,
b. A compensation arrangement with ECSC or with any entity or individual with which ECSC has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which ECSC is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or commercial support that are not insubstantial. A conflict of interest exists only if the Program Administrator/Owner or any ECSC Instructor 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/or commercial support and be given the opportunity to disclose all material facts to the Program Administrator/Owner and ECSC Instructors and Continuing Education (CE) potential and actual course participants via the ECSC website (http://www.emdrcalifornia.com) and at the beginning of each CE course offering under the aegis of ECSC.
2. Determining Whether a Conflict of Interest Exists -- After disclosure of the financial interest and/or commercial support and all material facts, and after any discussion with the interested person, he/she (including the Program Administrator/Owner, if applicable) shall leave the ECSC Instructor meeting while the determination of a conflict of interest is discussed and voted upon. The remaining ECSC Instructor members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the ECSC Instructor meeting, but after the presentation, he/she (including the Program Administrator/Owner, if applicable) shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The Program Administrator/Owner and ECSC Instructors shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the Program Administrator/Owner and ECSC Instructors shall determine whether ECSC 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.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Program Administrator/Owner and ECSC Instructors shall determine by a majority vote of the disinterested persons whether the transaction or arrangement is in ECSC's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy
a. If the Program Administrator/Owner and/or Instructors have 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.
b. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the Program Administrator/Owner and/or ECSC Instructors determine 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 Program Administrator/Owner and Instructor meeting delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial or commercial support interest in connection with an actual or possible conflict of interest, the nature of the financial interest or commercial support interest, any action taken to determine whether a conflict of interest was present, and the Program Administrator's/Owner’s and ECSC Instructors’ decision as to whether a conflict of interest in fact existed.
b. 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 - Annual Statements
1. The Program Administrator/Owner shall annually sign a statement which affirms such person:
a. Has received a copy of the conflict of interest policy,
b. Has read and understands the policy, and
c. Has agreed to comply with the policy.
2. If at any time during the year, the information in the annual statement changes materially, the Program Administrator/Owner shall disclose such changes and revise the conflict of interest statement on the ECSC website as well as at the beginning of each CE course under the aegis of ECSC.
3. The Program Administrator/Owner and ECSC Instructors shall regularly and consistently monitor and enforce compliance with this policy by reviewing annual statements and taking such other actions as are necessary for effective oversight.
4. To ensure ECSC is transparent in its relationships with entities and persons who provide financial interest and/or commercial support, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are present.
b. Whether partnerships, joint ventures, and arrangements with management organizations, if any, conform to ECSC's written policies, are properly recorded, reflect financial interest or commercial support, and do not result in inurement or impermissible private benefit.
Article VI - Use of Outside Experts
When conducting the periodic reviews as provided for in Article V, ECSC may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Program Administrator/Owner and ECSC Instructors of their responsibility for ensuring periodic reviews are conducted.
Certification
Christine Sells, Ph.D., Program Administrator/Owner of THE EMDR CENTER OF SOUTHERN CALIFORNIA (ECSC), certifies that the foregoing is a true and correct copy of the Conflict of Interest Policy of the above-named organization, duly adopted on January 26, 2024.
By: Christine Sells, Ph.D. Date: January 26, 2024
Program Manager/Owner (ECSC)
The EMDR Center of Southern California ("ECSC")
Program Administrator/Owner Annual Conflict of Interest Statement
1. Name: __Christine Sells, Ph.D.___________________ Date: __January 26, 2024______________
2. I affirm the following:
I have received a copy of the Conflict of Interest Policy. ___CS______ (initial)
I have read and understand the policy. ___CS______ (initial)
I agree to comply with the policy. ____CS_____ (initial)
3. Disclosures:
a. Do you have a financial interest (current or potential), including a compensation arrangement or commercial support, as defined in the Conflict of Interest policy of ECSC with any other entity or person?
Yes ( ) No (X )
i. If yes, please describe it: ____________________________________________
ii. If yes, has the financial interest been disclosed, as provided in the Conflict of Interest policy? Yes ( ) No ( )
b. In the past, have you had a financial interest, including a compensation arrangement or commercial support, as defined in the Conflict of Interest policy of ECSC with any other entity or person? Yes ( ) No (X )
i. If yes, please describe it, including when (approximately): ______________________________________________________
ii. If yes, has the financial interest been disclosed, as provided in the Conflict of Interest policy? Yes ( ) No ( )
Date: __January 26, 2024_______ _____Christine Sells, Ph.D._____________
Signature of Program Manager/Owner (ECSC