This document covers:
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Code of Ethics
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Confidentiality
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Conflict of Interest Policy
Applies to: CMS §501(c)(6) and CMS Foundation (CMSF) §501(c)(3)
Effective upon adoption by the CMS Board of Directors. Supersedes all prior versions.
Why this Policy matters for CMS’s tax-exempt status
CMS files IRS Form 990 annually. Schedule L requires reporting of loans, grants, and business transactions with “interested persons.” This Policy establishes the disclosure and review procedures CMS uses to meet its reasonable-effort standard and to avoid impermissible private benefit — which could jeopardize CMS’s §501(c)(6) and CMSF’s §501(c)(3) exemptions.
1. Purpose & Scope
This Policy codifies the ethical standards, confidentiality obligations, and conflict of interest (COI) procedures for all Covered Persons of CMS and CMSF. It applies to Executive Committee and Board of Directors members, non-voting advisors, and committee members with delegated authority. References to CMS throughout also apply to CMSF where relevant.
2. Key Definitions
The following terms have specific meanings throughout this Policy. Other terms are explained where they first appear.
Covered Person
Any member of the CMS or CMSF Executive Committee or Board of Directors; any committee member with delegated authority; any contractor; and any individual serving in an advisory capacity to the Board.
Interested Person
A Covered Person who has a Financial Interest related to a matter before the Board or Executive Committee, or who has a relationship that could reasonably be perceived to affect their impartiality.
Financial Interest
A direct or indirect ownership or investment interest, compensation arrangement, prospective employment, or any other material benefit that could be affected by Board actions. A Financial Interest is not necessarily a conflict; the Board determines whether a conflict exists under this Policy.
Disqualified Person
A person with substantial influence over CMS within the five-year lookback period, as defined under IRC §4958. Relevant for excess benefit transaction reporting.
Family Member
A spouse or domestic partner, parent, child, sibling, or any person sharing the Covered Person’s household (other than a tenant).
Gift or Hospitality
Anything of value — including discounts, services, travel, or entertainment — provided to a Covered Person or Family Member because of their CMS role. Nominal items are generally permissible; anything valued over $250 aggregate from a single source in a fiscal year must be disclosed.
3. Code of Ethics — Standards of Conduct
Duty of Care
Prepare for, attend, and actively participate in meetings. Exercise independent judgment based on adequate information.
Duty of Loyalty
Place CMS’s and CMSF’s interests above personal and third-party interests when acting on their behalf. Avoid and disclose conflicts, maintain confidentiality, and do not use CMS opportunities or information for personal gain.
Duty of Obedience
Ensure CMS actions are consistent with its mission, policies, and applicable law. Comply with this Policy and related procedures.
Integrity & Fair Dealing
Act honestly and respectfully. Refrain from favoritism, self-dealing, or improper influence. Treat all participants, vendors, and partners fairly.
Gifts & Hospitality
Do not solicit or accept cash or cash equivalents. Disclose, and when appropriate decline, gifts or hospitality that could appear to influence a decision (see Section 2 for the $250 threshold).
Use of Assets & Information
Use CMS resources only for CMS purposes. Safeguard confidential information and do not trade on or improperly disclose nonpublic information.
Compliance & Reporting
Promptly report suspected violations in good faith to the Executive Committee and Board. CMS prohibits retaliation for good-faith reports (see Section 6).
4. Confidentiality
Covered Persons owe a fiduciary duty of confidentiality to CMS. All information received in connection with Board service — including drafts, deliberations, member lists, financial data, strategies, and proposals — must be treated as confidential and shared only with authorized officers, directors, contractors, or agents who have a need to know.
Public communications on Board matters must be coordinated through the Chair or their designee.
This obligation continues after service ends.
5. Disclosure, Conflicts & Financial Interests
CMS requires full and timely disclosure of financial interests and transactions so that conflicts can be identified, managed, and — where required — reported on Form 990 Schedule L.
This section covers both the procedural requirements for managing conflicts and the substantive scope of what must be disclosed.
What Must Be Disclosed
Covered Persons must disclose interests and arrangements involving themselves, their Family Members, or entities they control or serve, including:
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Business transactions with CMS
Any paid arrangement for goods or services, licensing, advertising, sponsorships, rentals, or joint ventures. May be reportable on Schedule L, Part IV if IRS thresholds are met.
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Grants or assistance
Any financial assistance, scholarships, subsidies, discounts, or in-kind support provided by CMS to an Interested Person (Schedule L, Part III).
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Compensation or benefits from CMS
Any compensation or reimbursements from CMS to a Covered Person or related entity.
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Ownership or investment interests
Any direct or indirect financial interest in an entity that does, or seeks to do, business with CMS.
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Family & dual relationships
Any family or close personal relationship that could reasonably be perceived to affect impartiality in a CMS decision.
Annual & Ad Hoc Disclosure
Each Covered Person must complete the Annual COI Disclosure Form within 30 days of appointment and annually thereafter.
When a potential conflict arises during the year, the Interested Person must disclose it to the Chair or Executive Committee before discussion or action takes place.
The Chair will call for COI disclosures at the start of each meeting.
Determination & Recusal
After disclosure, the Chair or Executive Committee will determine — without the Interested Person present — whether a conflict exists and the appropriate mitigation (recusal, limitations, or prohibition).
An Interested Person subject to recusal must not participate in or attempt to influence the discussion or vote.
The Board retains ultimate authority to modify or reverse any determination.
Transactions with Interested Persons
CMS may proceed with a transaction involving an Interested Person only if the Board or Executive Committee determines — after considering alternatives — that the transaction is fair, reasonable, and in CMS’s best interests.
The disinterested body must document comparable data, competitive bids where appropriate, and the specific basis for its determination.
Documentation
Meeting minutes must reflect each disclosure, the determination reached, any recusal, and votes by disinterested members.
The Treasurer ensures reportable items are captured for Form 990, including Schedule L Parts II–IV.
Prohibited Conduct
CMS prohibits any arrangement where net earnings inure to the benefit of any member, insider, or private party, or where private benefits are more than incidental to CMS’s exempt purpose.
Violations may result in voided transactions, disciplinary action, and reporting to authorities as appropriate.
Violations
Alleged violations will be reviewed by the Executive Committee.
If confirmed, the Board may take corrective action including:
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Counseling
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Voiding a transaction
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Removing a committee member
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Recommending removal from the Board
Actions will be taken consistent with CMS bylaws.
Illustrative Examples
Business transaction
A Board member’s company purchases a sponsorship or sells services to CMS — disclose, recuse, document fairness; may be reportable on Schedule L, Part IV.
Loan
A short-term advance from CMS to a committee chair — disclose and evaluate; report on Schedule L, Part II if outstanding at year-end.
Assistance
Travel support provided to a director’s family member through an open program — disclose and evaluate; report on Schedule L, Part III where applicable.
6. Anti-Retaliation
CMS prohibits retaliation against any individual who, in good faith, raises a concern, makes a report, or participates in an investigation related to this Policy.
7. Administration, Records & Fiduciary Duty
The Executive Committee administers this Policy and reviews annual and ad hoc disclosures. The Board retains ultimate enforcement authority.
All Covered Persons have a fiduciary duty to act as responsible stewards of CMS resources and to promptly report any activity that may indicate misuse, mismanagement, or financial irregularities.
Signed statements and determinations will be maintained in CMS records for at least seven (7) years, or longer if required by CMS record-retention policies.
Annual renewal of the COI Disclosure Form is due within thirty (30) days after January 1 each year.
Disclosure obligations are ongoing; Covered Persons must promptly update their disclosure if information changes during the term.
Initial Acknowledgment (One-Time, Upon Appointment)
I have received, read, and agree to comply with the CMS Code of Ethics, Confidentiality & Conflict of Interest Policy.
I understand my obligations under this Policy, including confidentiality, disclosure, and recusal. I affirm that I will act in CMS’s best interests at all times.
Ongoing Compliance
Annual acknowledgment and disclosure of specific interests are handled through the separate Annual COI Disclosure Form, completed each year within 30 days of January 1.