Section 1. Statement of Potential Conflicts. Prior to accepting a position on the Board of Trustees and annually thereafter, each Trustee shall submit in writing to the Chair a list of all businesses and other organizations of which the proposed Trustee is an officer, director, trustee, member, owner, (either as a sole proprietor or partner), shareholder (at least 5% of the shares), employee, or agent with which the Corporation has, or might be expected to have, a relationship or a transaction in which the Trustee might have a conflicting interest. Each written statement will be resubmitted at least annually or at such time as the information in a previously submitted disclosure changes. The Chair shall become familiar with the statements of all Trustees in order to guide conduct should a conflict arise.
Section 2. Conduct of Meeting of the Board of Trustees When Conflict Exists. At such time as any matter comes before the Board of Trustees which involves or may involve a conflict of interest, the affected Trustee shall make known the potential conflict, whether disclosed by written statement or not. Such Trustee shall answer any questions that might be asked and shall disclose all material facts. At the request of the Chair, the Trustee shall withdraw from the meeting for so long as the matter shall continue under discussion. In the event the conflict of interest affects the Chair, the Temporary Chair is empowered and may require that the Chair be removed in the same manner, and for the duration of the discussion and action on the matter the Temporary Chair shall preside. In the absence of the Temporary Chair, the Treasurer may assume such responsibilities. Officers or Trustees with a conflict may be counted in determining the presence of a quorum.
Section 3. Approval of Transactions Where Conflict May Exist. A Trustee who has a direct or indirect financial interest in a matter coming before the Board of Trustees or committee of the Board of Trustees shall not vote on such matters. However, any such Trustee shall be counted in determining the presence of a quorum. A transaction in which one or more Trustees has a financial interest may be approved if it receives the affirmative vote of a majority of the Trustees who have no direct or indirect interest in the transaction, but in no event may a transaction be approved by a single Trustee. Further, the Board of Trustees may authorize, approve, or ratify a transaction in which one or more Trustees has financial interest only if the interest is disclosed or known to the Board or committee of the Board, and only if the transaction is fair and equitable to the Corporation as of the date that the transaction is authorized, approved, or ratified.
Section 4. Membership and Affiliation with Competitors. No person shall be appointed to or shall continue to serve as a member of the Board of Trustees if that person serves as a board member, officer, or management employee in a policy-making position in another, unrelated educational organization which competes with the Corporation, or in another organization which is likely to cause regular or ongoing conflicts with that person's duty to the Corporation.