Addressing Conflict of InterestIn the event that the Board should establish that a proposed transaction or arrangementestablishes a conflict of interest, the Board shall then proceed with the following actions:a)Any interested individual may render a request or report at the Board meeting, but uponcompletion of said request or report the individual shall be excused while the Boarddiscusses the information and/or material presented, and then votes on the transaction orarrangement proposed involving the possible conflict of interest.b)The Chairperson of the Board shall, if deemed necessary and appropriate, appoint adisinterested person or committee to investigate alternatives to the proposed transactionor arrangement.c)After exercising due diligence, the Board shall determine whether theCorporation/Organization can obtain will reasonable efforts a more advantageoustransaction or arrangement from a person or entity that would not give rise to a conflict ofinterest.d)If a more advantageous transaction or arrangement is not reasonably possible undercircumstances not producing a conflict of interest, the Board shall determine by amajority vote of the disinterested directors whether the transaction or arrangement is inthe Corporation’s/Organization’S best interest, for its own benefit, and whether it is fairand reasonable. It shall make its decision as to whether to enter into the transactionarrangement in conformity with this determination.Violations of Conflict of Interest Policy11
Should the Board have reasonable cause to believe an interested person has failed to discloseactual or possible conflicts of interest, the Board shall then inform the interested person of thebasis for such belief and afford the interested person an opportunity to explain the alleged failureto disclose.If, after hearing the interested person’s explanation and after making further investigation as maybe warranted in consideration of the circumstances, the Board determines the interested personintentionally failed to disclose an actual or possible conflict of interest, it shall take appropriatedisciplinary and corrective action.Procedures and RecordsAll minutes of the Board Meetings, when applicable, shall contain the following information:a)The names of all the persons who disclosed or otherwise were found to have a financialinterest in connection with an actual or possible conflict of interest, the nature of thefinancial interest, any action taken to determine whether a conflict of interest was present,and the Board’s 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 thetransaction or arrangement, the content of the discussions, including any alternatives tothe proposed transaction or arrangement, and a record of any votes taken in connectionwith the proceedings.
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- Fall '19