Laserfiche WebLink
Section 3. Conflict of Interest Avoidance Procedures <br /> a. Duty to Disclose. In connection with any actual or possible conflict of interest, an <br /> interested person must disclose the existence of the financial interest and be given the <br /> opportunity to disclose all material facts to the directors and members of committees <br /> with governing board delegated powers considering the proposed transaction or <br /> arrangement. <br /> b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial <br /> interest and all material facts, and after any discussion with the interested person, he/she <br /> shall leave the governing board or committee meeting while the determination of a <br /> conflict of interest is discussed and voted upon. The remaining board or committee <br /> members shall decide if a conflict of interest exists. <br /> c. Procedures for Addressing the Conflict of Interest. An interested person may make a <br /> presentation at the governing board or committee meeting, but after the presentation, <br /> he/she shall leave the meeting during the discussion of, and the vote on, the transaction <br /> or arrangement involving the possible conflict of interest. <br /> The chairperson of the governing board or committee shall, if appropriate, appoint a <br /> disinterested person or committee to investigate alternatives to the proposed transaction <br /> or arrangement. <br /> After exercising due diligence, the governing board or committee shall determine <br /> whether the corporation can obtain with reasonable efforts a more advantageous <br /> transaction or arrangement from a person or entity that would not give rise to a conflict <br /> of interest. <br /> If a more advantageous transaction or arrangement is not reasonably possible under <br /> circumstances not producing a conflict of interest, the governing board or committee <br /> shall determine by a majority vote of the disinterested directors whether the transaction <br /> or arrangement is in the corporation's best interest, for its own benefit, and whether it is <br /> fair and reasonable. In conformity with the above determination, it shall make its <br /> decision as to whether to enter into the transaction or arrangement. <br /> a. Violations of the Conflicts of Interest Policy. If the governing board or <br /> committee has reasonable cause to believe a member has failed to disclose actual <br /> or possible conflicts of interest, it shall inform the member of the basis for such <br /> belief and afford the member an opportunity to explain the alleged failure to <br /> disclose. <br /> If, after hearing the member's response and after making further investigation as <br /> warranted by the circumstances, the governing board or committee determines the <br /> member has failed to disclose an actual or possible conflict of interest, it shall take <br /> appropriate disciplinary and corrective action. <br /> 14 <br /> 26-04 <br />