ARTICLE 11: CONFLICT OF INTEREST
A conflict of interest exists whenever a board member holds a personal financial interest, present or planned, that shall be impacted by an action or inaction on a proposal before the board.
a. Whenever a board member or members identify a conflict of interest relating to an item under discussion, the board member or members must announce to the meeting that a conflict of interest may exist.
b. A transaction in which a board member or members may have a direct or indirect conflict of interest may be approved by a vote of the board, if, in advance of the vote by the board, all material facts of the transaction and the board member’s or members’ interest are disclosed to the board. A conflict of interest transaction is considered ratified if it receives the affirmative vote of the majority of the board who have no direct or indirect interest in the transaction. A transaction may not be authorized by a single board member. If a majority of the board who have no direct or indirect interest in the transaction votes to authorize, approve or ratify a transaction, a quorum must be present for taking action.