[ncdnhc-discuss] Re: Re[2]: PROPOSED RESOLUTION #2: NEUTRALITY OF STAFF A...

[KathrynKL at aol.com]

But kent, read the rest of the section (as well as the rest of the policy).  
All of the details of implementation and follow-through apply only to 
Officers and Directors.   

Section 7 Proposed Transactions and Arrangements
> 7.1 Scope. This section applies to any proposed transaction, contract, or 
> arrangement in which a Director, Officer, or Interested Person has a 
> material financial interest.

7.2 Duty to Disclose. In connection with any actual or possible conflicts of 
interest, 
> an Interested Director or Interested Officer must disclose the existence and 
> nature of his of her material financial interest to the Conflicts Committee 
> prior to the consideration of the proposed transaction, contract, or 
> arrangement by the Board or any Committee of the Board.

7.3 Determining Whether a Conflict of Interest Exists. After disclosure of 
the 
> financial interest, the disinterested members of the Conflicts Committee 
> shall determine whether a conflict of interest exists. Neither the Board 
> nor any Committee of the Board shall vote upon any proposed transaction, 
> contract, or arrangement in connection with which an actual or possible 
> conflict of interest has been disclosed by an Interested Director until 
> such time as the Conflicts Committee has addressed the actual or possible 
> conflict of interest. For matters pending before the full Board of 
> Directors, a referral to the Conflicts Committee will not be required where 
> the Interested Director fully discloses to the Board his or her financial 
> interest and abstains from participation in the Board's consideration of 
> the proposed transaction, contract, or arrangement.

7.4 Procedures for Addressing a Conflict of Interest
> 
> >> 7.4.1 Where a matter has been referred to the Conflicts Committee and the 
>> Conflicts Committee has concluded that a conflict of interest exists, the 
>> chairman of the Board or Committee of the Board shall, if appropriate, 
>> appoint a disinterested person or committee to investigate alternatives to 
>> the proposed transaction, contract, or arrangement.

7.4.2 After exercising due diligence, the Board or Committee shall determine 
> >> whether the Corporation can obtain a more advantageous transaction, 
>> contract, or arrangement with reasonable efforts from a person or entity 
>> that would not give rise to a conflict of interest.

7.4.3 If a more advantageous transaction, contract, or other arrangement is 
not 
> >> reasonably attainable under circumstances that would not give rise to a 
>> conflict of interest, the Board or Committee shall determine by a majority 
>> vote of the disinterested Directors whether the transaction, contract, or 
>> arrangement is in the Corporation's best interest and for its own benefit 
>> and whether it is fair and reasonable to the Corporation, and shall make 
>> its decision as to whether to enter into the transaction, contract, or 
>> arrangement in conformity with such determination.
> 
    


> 
> Sorry, you are incorrect.
> 
> Section 7 is the meat of the entire policy:
> 
>   7. Procedures in Connection with Proposed Transactions and Arrangements
> 
>   7.1 Scope.  This section applies to any proposed transaction,
>   contract, or arrangement in which a Director, Officer, or Interested
>   Person has a material financial interest. 
> 

























































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