Any duality of interest or possible conflict of interest on the part of any board member should be disclosed to the other members of the board and made a matter of record, either through the annual procedures or when the interest becomes a matter of board action.
Any board member having a duality of interest or possible conflict of interest on any matter should not vote or use his/her personal influence on the matter, and he/she should not be counted in determining the quorum for the meeting, even where permitted by law. The minutes of the meeting should reflect that a disclosure was made, the abstention from voting, and the quorum situation. The foregoing requirements should not be construed as preventing the board member from briefly stating his/her position in the matter, nor from answering pertinent questions of other board members since his/her knowledge may be of great assistance. Any duality of interest or possible conflict of interest on the part of any employee should be disclosed to the administration and made a matter of record. The administration is responsible for notifying the Board of any possible conflict of interest on the part of an employee. Any employee having a duality of interest or possible conflict of interest on any matter should not vote or use his/her position on the matter. The foregoing requirements should not be construed as preventing the employee from briefly stating his/her position on the matter, nor from answering pertinent questions of other staff members since his/her knowledge may be of great assistance.
Although it is impossible to list every circumstance giving rise to a possible conflict of interest, the following items will serve as a guide to the types of activities that might cause conflicts and that should be fully recorded.
- Outside Interests
- To hold, directly or indirectly, a position or a material financial interest in any outside concern from which the individual has reason to believe the institution secures goods or services, or which provides services competitive with the institution.
- To compete, directly or indirectly, with the institution in the purchase or sale of property or property rights, interests, or services.
- Outside Activities
To render directive, managerial, or consultative services to any outside concern that does business with, or competes with the services of, the institution, or to render other services in competition with the institution. - Gifts, Gratuities, and Entertainment
To accept gifts, excessive entertainment, or other favors from any outside concern that does, or is seeking to do, business with, or is a competitor of, the institution, under circumstances from which it might be inferred that such action was intended to influence or possibly would influence the individual in the performance of his/her duties. This does not include the acceptance of items of nominal or minor value that are clearly tokens of respect or friendship and not related to any particular transaction or activity of the institution. - Inside Information
To disclose or use information relating to the institution’s business for the personal profit or advantage of the individual or his/her immediate family. Full disclosure of any situation in doubt should be made so as to permit an impartial and objective determination. It should be particularly noted that disclosure relates not only to board members or staff members, but also to his/her immediate family.
This policy will be reviewed annually for the information and guidance of board members and
employees. Any new Board member will be advised of the policy upon entering the duties of his office, and any new employees will be advised of the policy upon employment. Each Board member and each employee will be asked to sign a statement annually indicating awareness of and compliance with this policy.