[Evergreen-governance-l] Proposed New Conflict of Interest By-Laws language

[Stephen Wills]

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- Steve

On Dec 14, 2011, at 12:21 PM, Stephen Wills wrote:

> 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.
>
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