The Board wishes to avoid both actual
conflicts of interest--situations where their loyalties of a member of the
Board may be divided, or where financial or other personal interests may
conflict with a member of the board’s duty. The board also wishes to avoid
any appearance of a possible conflict of interest, whether or not such a
conflict may actually exist.
Because the complexity and diversity of
personal relationships is extensive, and the perception of conflict of
interest may vary from one individual to another, the most effective means
to address conflict of interest is to establish a system under which board
members disclose and obtain evaluation of potential conflict. All members
of the Board are therefore bound to disclose any possible interest they
may have in any question under discussion. Interests might include, but
are nor necessarily limited to, financial interests or personal interests
(such as a blood relationship or close social ties with the family of a
pupil whose case has for some attention come to the board’s
attention).
A person has a financial interest if
that person has, or may expect to have, any of the following relationships
with any individual or entity with which the school has an actual or
potential business relationship, directly or indirectly, through business,
investment or family:
a. an ownership or investment interest
b. a compensation
arrangement
c.
a contractual relationship
d. a debtor or creditor
relationship
After disclosure of all material facts
to the Board relating to any actual or possible conflict of interest, and
after any discussion with the interested person, the Board member shall
leave the Board while the determination of a conflict of interest is
discussed and voted upon. The fact of a disclosure of a possible interest
and the board’s decision will be recorded in the Board’s minutes, but the
nature of the possible interest need not be recorded.
a. If the remainder of the Board
considers that the likelihood of an actual or apparent conflict of
interest is negligible, the remainder of the Board may then vote to invite
the Board member to return.
b. If the remainder of the Board
considers that an actual or apparent conflict of interest exists, the
board member shall proceed as follows:
a. An interested person may make
a presentation at a Board meeting, but after such presentation, the
interested person shall leave the meeting during the discussion of, and
the vote on, the transaction or arrangement that results in the conflict
of interest.
b. The Chairman of the Board shall, if appropriate,
appoint a disinterested person or committee to investigate alternatives to
the proposed transaction or arrangement.
c. After exercising due
diligence, the Board shall determine whether the school can obtain a more
advantageous transaction or arrangement with reasonable efforts from a
person or entity that would not give rise to a conflict of
interest.
d. If a more advantageous transaction or arrangement is not
reasonably attainable under circumstances that would not give rise to a
conflict of interest, the Board shall determine by a majority vote of the
disinterested directors whether the transaction or arrangement is in the
school's best interest and for its own benefit and whether the transaction
is fair and reasonable to the school and shall make its decision as to
whether to enter into the transaction or arrangement in conformity with
such determination.