Conflict of Interest Statement
M. CONFLICT OF INTEREST STATEMENTS -
(i) Any Director of the Corporation having an existing or potential interest in a contract or other transaction presented to the Board of Directors or a committee thereof for deliberation, authorization, approval, or ratification, any such person, shall make a prompt, full, and frank disclosure of the interest to the Board or committee at the earliest possible meeting of such Board of Directors or committee after the interest becomes known. The interested party is required to disclose the nature and extent of his/her interest and any relevant material facts known to him/her about the contract or transaction which might reasonably be construed adverse to the corporation’s interest and to answer pertinent questions presented to him/her.
(ii) The body to which disclosure is made shall determine, by majority vote, whether the interest disclosed may result in a conflict of interest such that the non-voting and non-participation provisions listed below shall be observed. If a conflict of interest exists, such person shall not vote on, nor use his/her personal influence on nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to such contract or transaction. The interested person shall be required to leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. Such person shall not be counted in determining the existence of a quorum during the time that such member is excluded from participation in any portion of a meeting where the contract or transaction is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon, and the abstention from voting and participation, and whether a quorum was present. in addition, if appropriate a non-interested person or committee shall be appointed to investigate all alternatives to the proposed transaction or arrangement and the Board of Directors or committee shall by a majority vote of the non-interested members of the Board of Directors or committee determine if the transaction or arrangement is in the corporation’s best interests and for its own benefit; is fair and reasonable to the corporation; and, after exercising due diligence, determine that the corporation cannot obtain a more advantageous transaction or arrangement with reasonable efforts under the circumstances.
(iii) The Board of Directors shall adopt a conflict of interest policy requiring:
(a) Regular annual statements from Directors that disclose existing and potential conflicts of interest; and
(b) Corrective action with respect to the transgressions of such policies.
(iv) The corporation’s conflict of interest policy shall be distributed to all Directors, such Directors shall acknowledge that they have received a copy of the conflict of interest policy; have read and understand that the policy applies to all committees and subcommittees that have board delegated powers; and that in order to maintain its tax exempt status, it must continuously engage primarily in activities which accomplish one or more of its tax exempt purposes.
(v) For purposes of this Section, a person shall be deemed to have an “interest” in a transaction, contract, or arrangement or other transaction if the person has, directly or indirectly through business, investment or family:
(a) An ownership or investment interest in any entity with which the corporation has a transaction or arrangement or with which the corporation is negotiating to have a transaction or arrangement;
(b) A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement or any entity or individual with which the corporation is negotiating to have a transaction or arrangement;
(c) May gain a significant financial or other personal benefit, directly or indirectly, if the contract or transaction is approved; or
(d) A potential ownership or investment interest in, or compensation arrangement with any entity or individual with which the corporation is negotiating a transaction or arrangement. For these purposes, the term “compensation” includes direct and indirect remuneration and gifts or favors which are substantial in nature.