Adds new Article V, renumbers subsequent articles accordingly.
Article V: Conflicts of Interest
- Whenever a Director or officer has a financial or personal interest in any matter coming before the Board of Directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested Directors determine that it is in the best interest of the Corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.
- The Chairman and any officers they deem necessary shall maintain a list of potential conflicts of interest on file with existing Directors, who will be required to submit and update this information as soon as a conflict arises. Additionally, prospective Directors will be required to submit their potential conflicts of interest prior to their election and the information will be made available to all members of the existing Board, in a manner determined at the Chairman’s discretion.