[Evergreen-governance-l] Evergreen Oversight Board Meeting Minutes, 10/4/11

[Stephen Wills]

Hi Folks,

Below are the changes I am proposing to the Conflict of Interest  
section of the By-Laws.  Sub-sections A. and E. preserve what  
currently exists.  Sections B, C and D are new.  Section B is an  
attempt to prevent a perceived conflict from "tossing the baby with  
the bath water", so to speak.  I wanted to insure that we have a  
vehicle for tapping information and expertise where ever it is  
available, especially during times of conflict.  Section C provides  
discretion during a potentially difficult transaction.  Finally,  
section D. provides a mechanism for less experienced board members to  
ask for help in determining if they have questions about a potential  
conflict.

If the clauses are acceptable, I would move that they replace the  
current section (2.7) of the By-Laws.

Steve Wills
IDG Enterprise

2.7 Conflict of Interest

a. Any board member who has a financial, personal, or official  
interest in, or
conflict (or the appearance of a conflict) with any matter pending  
before the
board, of such nature that it prevents or may prevent that member from  
acting on
the matter in an impartial manner, shall voluntarily refrain from  
voting on said
matter.

b. Any board member, abstaining from voting on a matter with which a  
real or
percieved conflict may exist but who has substantial information about  
a matter
before the board, shall be encouraged and expected to assist, to the  
best of the
members ability, in the discussion and resolution of the issue before  
the board,
being restained only from casting a vote on the matter.

c. Information disclosed under this policy shall be held in confidence  
by the
persons authorized to receive and act upon it except where, in the  
judgment of
any of such persons, the best interest of the organization requires  
further
disclosure.

d. Any board member who is uncertain about possible conflict-of- 
interest in any
matter may request that the board assist in determining whether a  
possible
conflict exists; the Board shall resolve the question by majority  
vote. If
required, the question of potential conflict might be referred to  
counsel for an
opinion prior to the Board vote.

e. No contract or other transaction between the Foundation and any other
corporation, partnership, association or other organization in which  
one or more
of the Foundation board members are directors or officers or are  
financially
interested, shall be void or voidable solely because of such  
relationship or
interest or solely  because such board member or members are present  
at or
participate in the meeting of the Oversight Board which authorizes,  
approves or
ratifies such contract or transaction, if:

     (i) The material facts as to the board member’s relationship or  
interest and as
to the contract or transaction are disclosed or are known to the  
Oversight Board
and the board in good faith authorizes, approves, or ratifies the  
contract or
transaction by the affirmative votes of a majority of the  
disinterested board
members; and

     (ii) The contract or transaction is fair as to the Foundation at  
the time it is
authorized, approved or ratified by the Oversight Board.