The director, board members and staff must avoid conflict of interest. Please consider the following guidelines:
1. Any potential conflict of interest that could result in a direct or indirect financial or personal benefit to a director, officer or staff member must be disclosed in good faith or known to the Board of Directors or committee authorizing a contract or other transaction.
2. All questions as to whether a conflict of interest exists shall be resolved by a vote of the Board of Directors in which the interested individual may not vote.
3. The interested individual may participate in the information-gathering stage of the Board of Directors' or committee's discussion, but shall retire from the room in which the Board of Directors or committee thereof is meeting and shall not participate in the final deliberation or decision regarding such contract or other transaction. Such interested individual may not vote on such contract or other transaction.
4. In connection with all actions taken by the Board of Directors with respect to any contract or transaction between Swan Ecosystem Center and one or more of its directors or officers, or between Swan Ecosystem Center and any other corporation, firm, association, or other entity in which one or more of the directors or officers of Swan Ecosystem Center is a director or officer or has a substantial financial interest, affiliation, or other significant relationship, each such interested director or officer of Swan Ecosystem Center shall:
a. Disclose to the Board of Directors the material facts as to such director's or officer's interest in such contract or transaction and as to any such common directorships, offices, or significant financial interest, affiliation or other significant relationship, which disclosure shall be duly recorded in the minutes or resolutions relating to such actions, and
b. Abstain from voting on any such contract or transaction.
If I become aware of a potential conflict of interest in the future, I will disclose this potential conflict to the Chairman. I understand that, when in doubt, disclosure is recommended.
Penalties imposed for breach of the Conflict of Interest Policy may include, but are not limited to the following:
Excluding the director, officer or staff member from portions of all future meetings and discussions which relate to the stated conflict of interest, and/or
Censure of the director, officer or staff member, in private, in public, or both, and/or
Removal of the director, officer or staff member from office or employment by a resolution passed by a vote of two-thirds of the board of directors at an annual or special general meeting of the board of directors, provided that notice of such a proposed resolution is given with the notice calling the meeting. |
