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RESTATED BYLAWS
OF
WESTERN SLOPE SAFETY COUNCIL
THESE RESTATED BYLAWS of WESTERN SLOPE SAFETY COUNCIL
(“Bylaws”), a Colorado nonprofit corporation (the “Corporation”), are effective the 4thday of
April, 2010, and are adopted pursuant to the Colorado Revised Nonprofit Corporation Act (the
“Act”). These Bylaws replace and supersede in their entirety all bylaws previously adopted by
the Corporation. In the event of a conflict between these Bylaws and the Articles of
Incorporation of Western Slope Safety Council, as amended (“Articles of Incorporation”), the
Articles of Incorporation shall control.
ARTICLE 1
Purpose
The Corporation is organized to promote a commitment to safety and environmental
preservation through adoption of the best practices known within the oil and gas industry. The
Corporation shall serve as a forum for providing pertinent information to its members relating to
occupational safety, health and environmental issues in the oil and gas industry. The
Corporation shall also conduct such other business as is determined by the board of directors
from time to time and that is consistent with Colorado law.
ARTICLE 2
Objectives and Scope
2.1. The Corporation shall operate in the state of Colorado as a nonprofit, nonpolitical
organization in the interest of the oil and gas industry in Colorado.
2.2. The Corporation shall establish partnerships with official agencies having legal
responsibilities for occupational safety. It shall advance positive, constructive plans for
improving safety conditions in the oil and gas industry, and shall actively work for their
application.
2.3. The Corporation shall encourage all of its members to engage in accident
prevention activities within their spheres of influence.
2.4. The Corporation shall function as a separate and distinct organization,
independent of any other organization or member.
2.5. The Corporation shall annually conduct a formal appraisal of its operations in
terms of operating objectives and effectiveness in meeting stated goals of the Corporation.
ARTICLE 3
Members
3.1. Membership. The Corporation shall have members. All members shall be
interested representatives from companies engaged in business activities related to the oil and
gas industry. There shall be no limit on the number of members. The board of directors shall
have the right to reject an application for membership if it determines, in its reasonable
discretion, that the applicant does not meet the criteria set forth in these Bylaws.
3.2. Dues. Annual membership dues shall be assessed using a sliding scale based on a
member’s total number of employees as of January 1st of each year:
Fewer than 10 employees: $100.00
11-30 employees: $150.00
31-100 employees: $200.00
Over 100 employees: $300.00
3.3. Payment of Dues. Dues shall be payable annually no later than March 30th
of each year. After June 30th
of any year, new members joining the Corporation shall pay one-half
of the applicable annual dues stated in Section 3.2.
3.4. Annual Meeting. The annual meeting of the members shall be held in the first
quarter of each year at a date, time and location established by the board of directors or a
committee that has been delegated such authority, for the purpose of the election of directors and
for the transaction of such other business as may lawfully come before the meeting.
3.5. Quarterly Meetings. In addition to the annual meeting, member meetings shall be
held the remaining three (3) quarters of the year at dates, times and locations established by the
board of directors or a committee that has been delegated such authority, for the purpose of
providing presentations and other educational programs related to the Corporation’s purpose and
objectives. The board may vote to omit any such quarterly meeting when deemed appropriate.
3.6. Special Meetings. Special meetings may be called by the Chairperson, by a
majority of the board of directors, or by members holding at least twenty percent (20%) of the
votes of the Corporation upon delivery of a written request for such meeting to the Chairperson.
Notice of the meeting shall be given in accordance with Section 3.8.
3.7. Location of Meeting. The board of directors may designate any place, within or
outside the State of Colorado, as the location for any members meeting; except, however, a
special meeting called at the request of the percentage of members specified in Section 3.6 shall
be at a location in Colorado specified in such request. If no place is designated by the directors
or by the request, the meeting shall be at the principal office of the Corporation in the State of
Colorado.
3.8. Notice of Meetings; Waiver of Notice.
3.8.1. Written notice stating the date, time and place of any members meeting
shall be delivered personally or by mail, email, fax or other form of communication to the
members no fewer than ten (10) days, or if mailed other than by first class or registered.
mail, no fewer than thirty (30) days, nor more than sixty (60) days in any case, before the
meeting date.
3.8.2. Notice of any annual or quarterly meeting at which matters requiring
membership approval are to be considered shall include a description of such matters.
3.8.3. If any members meeting is adjourned to a different date, time or place,
notice need not be given of the new date, time or place if the new date, time or place is
announced at the meeting before adjournment.
3.8.4. A member may waive notice of any meeting, or any other notice required
by these Bylaws, by a writing signed by the member entitled to notice which is delivered
to the Secretary (either before or after the date and time stated in the notice) for inclusion
in the minutes or for filing with the corporate records. A member’s attendance at a meeting:
(a) Waives objection to lack of notice or defective notice of the
meeting, unless the member, at the beginning of the meeting, objects to holding
the meeting on the basis of lack of notice or defective notice; and
(b) Waives objection to consideration of a particular matter at the
meeting that is not within the purposes described in the meeting notice, unless the
member objects to considering the matter when it is first presented.
3.9. Order of Business. Unless the Chairperson adopts some other agenda, the order
of business at the annual meetings of the members and, insofar as practicable, at all other
meetings of the members, shall be as follows:
o Call of the roll of members and approval of proxies
o Proof of notice of meeting or executed waiver
o Reading and vote to approve minutes of last meeting
o Reports of officers and committees
o Election of directors
o Unfinished business
o New business
o General announcements
o Programs and presentations
3.10. Allocation of Votes and Eligibility. Each member whose dues are current shall
have one vote for any action before the members. Members that are delinquent on their dues
shall not be eligible to vote. For new members to be eligible to vote at the annual meeting dues
must have been paid by January 31st of that year.
3.11. Quorum and Voting. A quorum shall be deemed present throughout any members
meeting if persons entitled to cast fifty percent (50%) of the votes which may be cast for election
of the board of directors of the Corporation are present in person or by proxy at the beginning of
the meeting. Upon failure of a quorum, an adjournment may be taken by the vote of a majority
of the members present for a period not to exceed thirty (30) days at any one adjournment. If a
quorum exists, action on a matter shall be approved if the votes cast by the members present at
the meeting which favor an action exceed the votes cast in opposition to the action, unless a
greater number of votes is required by law, the Articles of Incorporation, or these Bylaws; if
there are more than two (2) choices or candidates, the choice or candidate receiving a plurality of
votes, whether or not a majority of the total votes cast, shall be the prevailing choice or
candidate.
3.12. Proxy. Members are entitled to vote at any members meeting in person or by
written proxy, properly signed by the member or his duly authorized attorney-in-fact. Proxies
shall be filed with the Secretary before or at the time of the meeting. A proxy shall terminate
eleven (11) months after its date, unless it provides otherwise.
3.13. Fixing Record Date. For the purpose of determining members entitled to notice
of or to vote at any members meeting, the board of directors may fix a date in advance as the
record date. Such date shall not be fewer than ten (10) nor more than sixty (60) days prior to the
date on which the action is to be taken. If the directors do not fix such a record date, the record
date shall be the close of business on:
(a) With respect to any meeting, the day before the first notice is delivered to members; and
(b) With respect to any informal action taken pursuant to Section 3.14, the
date the first member signs a written consent.
3.14. Informal Action by Members. Any action required or permitted to be taken at a
meeting of the members may be taken without a meeting if a written consent stating the action to
be taken is signed by all of the members entitled to vote with respect to the subject matter of the
consent. Such consent may be executed in counterparts and received by electronically
transmitted facsimile or other form of wire or wireless communication providing the Corporation
with a complete copy of the document, including a copy of the signature on the document.
Unless the members establish a different effective date, action is taken at the time the last
member signs the consent. Such consent shall have the same effect as action taken at a meeting
of the members and may be described as such in any document. A member may revoke his or
her consent by a written revocation signed by the member and received by the Corporation
before the last member has signed the consent, in which case the action proposed in the consent
shall be invalid.
3.15. Action by Written Ballot.
3.15.1. Any action that may be taken at any members meeting may be taken
without a meeting if the Corporation delivers (in the manner provided in subsection
3.8.1) a written ballot to every member entitled to vote on the matter. The written ballot
shall state each proposed action and provide an opportunity to vote for or against such
proposed action. Approval by written ballot shall only be valid when the number of votes
cast by ballot equals or exceeds the quorum required to be present at a meeting
authorizing the action, and the number of approvals equals or exceeds the number of
votes that would be required to approve the matter at a meeting at which the total number
of votes cast was the same as the number of votes cast by ballot. If there are more than
two (2) choices or candidates, and the quorum requirements are met, the choice or
candidate receiving a plurality of votes, whether or not a majority of the total votes cast
by ballot, shall be the prevailing choice or candidate.
3.15.2. Solicitations for votes by written ballot may not be revoked, and shall:
(a) Indicate the number of responses needed to meet the quorum
requirements;
(b) State the percentage of approvals necessary to approve each matter
other than election of directors;
(c) State the time by which the ballot must be received by the
Corporation in order to be counted; and
(d) Be accompanied by written information sufficient to permit each
member voting to reach an informed decision on the matter.
3.16. Membership and Members List. After fixing a record date pursuant to Section
3.13, the Corporation shall prepare a list of the names of all its members who are entitled to
notice of, and to vote at, the meeting or to take such action by written ballot. The list shall show
the address of each such member and the number of votes each such member is entitled to vote at
the meeting or by written ballot.
3.17. Member Committees. In addition to any committees that may be established by
the board of directors pursuant to Section 4.15, there shall be a Membership Development and
Retention Committee, a Programs, Events and Fundraising Committee, and an Industry and
Regulatory Liaison Committee, each of which who shall be governed by a chairperson appointed
by the Chairperson in accordance with procedures adopted by the board of directors from time to
time. Such committees shall be comprised of members and have such duties as may be assigned
by the board from time to time.
ARTICLE 4
Board of Directors
4.1. General. The business and the property of the Corporation shall be controlled and
managed by the board of directors, except as otherwise expressly provided by law or these
Bylaws. All directors shall be natural persons, eighteen (18) years of age or older, whose
occupations are directly related to the oil and gas industry.
4.2. Number and Term. The number of directors shall be no greater than ten (10).
Four (4) of the directors shall be the officers of the Corporation described in Article 5, who shall
be elected at the annual meeting to their officer/director positions in accordance with Section 3.4.
Three (3) directors shall be the chairpersons of each of the member committees described in
Section 3.17. A maximum of three (3) additional directors may be elected as at-large directors
by the members at the annual meeting in accordance with Section 3.4. Each year, the sitting
board of directors shall determine the number of at-large directors no fewer than thirty (30) days
before the annual meeting. Each director shall serve for a period of one year from the day of his
or her election or appointment and until the election and qualification of his or her successor,
unless provided otherwise by law or these Bylaws. Directors shall be elected by ballot and
members may not cumulate their votes in favor of or against directors.
4.3. Requirements. Any person desiring to serve on the board of directors must, no
fewer than thirty (30) days before the annual meeting:
(a) Be employed by a member of the Corporation in good standing;
(b) Be willing and able to actively serve on at least one committee;
(c) Complete the Corporation Board of Directors application; and
(d) Receive a favorable vote of a majority of the directors in attendance at the
meeting at which the application is considered.
4.4. Vacancies. Any vacancy in membership of the board of directors shall be filled
for the remainder of the unexpired term by the affirmative vote of a majority of the remaining
directors, whether or not consisting of a quorum.
4.5. Resignation and Removal.
4.5.1. A director may resign at any time by giving written notice of his or her
resignation to the Corporation. Such resignation is effective when the notice is received
by the Corporation, unless the notice states a later date. A board member who has failed
to attend three (3) consecutive board meetings shall be deemed to have resigned upon a
confirming vote of a majority of the directors. If a director is deemed to have resigned
for failing to attend meetings, his or her resignation date shall be the date of confirmation
of resignation by the board of directors.
4.5.2. At a special members meeting called pursuant to these Bylaws, or by any
other means in accordance with these Bylaws, the entire board of directors or any lesser
number may be removed, with or without cause, by the voting members, if the number of
votes cast to remove the director(s) would be sufficient to elect the director(s).
4.6. Regular Meetings of Directors. The board of directors shall meet no less than
monthly unless a majority of the directors votes not to meet; provided, however, that a meeting
of the directors shall always be held immediately following the annual members meeting. The
board of directors may provide, by resolution, for additional regular meetings.
4.7. Special Meetings of Directors. Special meetings of the board of directors shall be
held whenever called by the Chairperson or by a majority of the directors.
4.8. Time and Place of Meetings. All meetings of the board of directors shall be held
at a time and location determined by the Chairperson, unless another time or location is agreed
upon prior to the meeting by a majority of the board. Upon prior approval of the board, one or
more directors may participate in or conduct any meeting of the board by any means of
communication by which all persons participating in the meeting can hear one another
simultaneously. Such participation shall constitute presence in person at the meeting.
4.9. Notice of Meetings. All meetings shall be held only after delivering, at least
seven (7) days in advance of such meeting to each director personally or by email, fax or other
form of communication, a written or printed notice of such meeting, giving the date, time and
place of the meeting. A director may waive any notice of a meeting with a written waiver,
signed by the director, and filed with the minutes or corporate records.
4.10. Quorum and Manner of Action. A quorum will be deemed present throughout
any meeting if a majority of the directors are present at the beginning of the meeting. Each
director shall have one vote, and an action receiving a majority of the votes at a meeting at which
a quorum is present shall be the act of the board of directors; provided, however, that each
committee shall also be entitled to cast one vote on any action before the board, which vote shall
be cast by the chairperson of the committee after a majority of the members of the committee
have decided how to cast its vote.
4.11. Proxies. A director may be deemed present at a meeting if, prior to the meeting,
the director grants and delivers a written proxy to another director who is present in person at the
meeting. The proxy must direct a vote to be cast with respect to a particular proposal that is
described with reasonable specificity in the proxy. No other proxies by directors shall be allowed.
4.12. Compensation of Directors. No director shall receive compensation for his or her
attendance at meetings of the board of directors. However, upon a vote of the directors, a
director may be reimbursed for actual expenses incurred in performance of the director’s duties.
The compensation allowed to directors shall be changed only by action of the members. This
Bylaw may only be amended by the members.
4.13. Presumption of Assent and Right of Dissent. A director who is present at a
meeting of the board of directors when corporate action is taken is deemed to have waived notice
of the meeting and assented to all actions taken at the meeting unless:
(a) The director objects to holding the meeting or transacting business at the
meeting at the beginning of the meeting, or promptly upon the director’s arrival, and does
not thereafter vote for or assent to any action taken at the meeting;
(b) The director contemporaneously requests that the director’s dissent or
abstention as to any specific action taken be entered in the minutes of the meeting; or
(c) The director causes written notice of the director’s dissent or abstention as
to any specific action to be received by the presiding officer of the meeting before
adjournment of the meeting or by the Corporation promptly after adjournment of the meeting.
The right of dissent or abstention pursuant to this Section 4.13 is not available to a director who
votes in favor of the action taken.
4.14. Informal Action by Directors. Any action required or permitted to be taken at a
meeting of the directors may be taken without a meeting if each and every director in writing
either votes for the action, or votes against such action or abstains from voting, and waives the
right to demand that action not be taken without a meeting. Such consent may be executed in
counterparts and received by electronically transmitted facsimile or other form of wire or
wireless communication providing the Corporation with a complete copy of the document,
including a copy of the signature on the document. Unless the directors establish a different
effective date, action is taken at the time the last director signs the consent. Such consent shall
have the same effect as action taken at a meeting of directors and may be described as such in
any document. A director may revoke his or her consent by a written revocation signed by the
director and received by the Secretary before the last director has signed the consent. All signed
written instruments necessary for any action taken pursuant to this Section 4.14 shall be filed
with the minutes of the board of directors.
4.15. Committees.
4.15.1. By resolution adopted by a majority of the directors then in office, the
board of directors may designate from its members one or more committees, and appoint
one or more members of the board to serve on them. To the extent provided in the
resolution, any such committee may have all the authority of the board, as designated in
the resolution establishing the committee, except that no committee shall have the
authority to:
(a) authorize distributions;
(b) elect, appoint or remove any director;
(c) amend the Articles of Incorporation;
(d) adopt, amend or repeal these Bylaws; (e)
approve a plan of merger; or
(f) approve a sale, lease, exchange or other disposition of
all, or substantially all, of the Corporation’s property, with or without goodwill, otherwise
than in the usual and regular course of business subject to approval by the board of
directors. The board of directors may establish any requirements for the governance of
such committees that comply with these Bylaws and law.
4.15.2. The board of directors may establish one or more committees, advisory
boards, auxiliaries, or other bodies of any kind whose members are not directors in order
to provide advice, service and assistance to the Corporation; except that such committees
may not exercise any power or authority reserved to the board of directors by the Act or
these Bylaws.
ARTICLE 5
Officers
5.1. General. The officers of the Corporation shall be a Chairperson, a Vice
Chairperson, a Treasurer, and a Secretary. No salary shall be paid to any officer. All officer
positions are strictly volunteer. In all cases where the duties of any officer, agent or employee
are not prescribed by these Bylaws or by the board of directors, such officer, agent or employee
shall follow the orders and instructions of the Chairperson.
5.2. Tenure. Each officer shall hold office until the first of the following to occur: the
officer’s successor is duly elected and qualified; the officer’s death; the officer’s resignation; or
the officer’s removal.
5.3. Resignation. An officer may resign at any time by giving written notice of
resignation to the Corporation. The resignation of an officer is effective when the notice is
received by the Corporation unless the notice states a later effective date. If a resignation is
made effective at a later date, the board of directors may permit the officer to remain in office
until the effective date and may fill the pending vacancy before the effective date with the
provision that the successor does not take office until the effective date, or the board of directors
may remove the officer at any time before the effective date and may fill the resulting vacancy.
Any person who resigns as an officer shall be deemed to have resigned as a director.
5.4. Chairperson. The Chairperson shall, subject to the direction and supervision of
the board of directors, be the chief executive officer of the Corporation and shall have general
and active control of its affairs and business and general supervision of its officers, agents and
employees. The Chairperson shall: preside at all meetings of the members and all meetings of
the board of directors; appoint all committee chairs; represent the Corporation at public functions
and related industry functions; present a report of the general conduct and transactions of the
Corporation at the annual members meeting; and have custody of the treasurer’s bond, if any.
5.5. Vice Chairperson. The Vice Chairperson shall have all of the powers, and shall
perform all of the duties and obligations, of the Chairperson when the Chairperson is unable to
act due to absence or a vacancy in the office. The Vice Chairperson shall also monitor
attendance at board meetings, assist the Secretary with all correspondences and notifications sent
to the members, and serve as the liaison between the Corporation and other organizations with
similar purposes and objectives.
5.6. Treasurer. The Treasurer shall be the principal financial officer of the
Corporation and shall have the care and custody of all the funds, securities, evidences of
indebtedness, and other personal property of the Corporation. The Treasurer shall: keep written
records showing all receipts and expenditures of the Corporation and make such related reports
as the board may require; prepare and maintain an adequate system of internal audit; prepare and
furnish to the Chairperson and the board of directors statements of account showing the financial
position of the Corporation and the results of its operations; receive all money due the
Corporation and make such disbursements as may be directed by the board of directors from
time to time, provided that another officer, in addition to the Treasurer, approves any such
disbursement; and assist the Secretary in contacting delinquent members. The Treasurer shall
also have such other powers and perform such other duties as from time to time may be
prescribed by the board of directors or the Chairperson.
5.7. Secretary. The Secretary shall perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to the Secretary by the
Chairperson or by the board of directors. The Secretary shall: keep the minutes of the
proceedings of the members and the board of directors; read previous meeting minutes at each
meeting; email minutes of each meeting of the board to members who request them; be the
custodian of all nonfinancial records of Corporation; send reminders of upcoming meeting and
events to all members; provide information regarding the Corporation to anyone who might
legitimately request it; maintain an accurate list of the members, their contact information, and
whether they are in good standing; and contact delinquent members for payment with the
assistance of the Treasurer and Vice Chairperson.
ARTICLE 6
Dissolution
6.1. Authorization. To authorize the dissolution of the Corporation, the board of
directors shall adopt and recommend a proposal to dissolve to the members, which shall be
approved upon the affirmative vote of at least two-thirds (2/3) of the members entitled to vote. If
the board of directors determines that it should make no recommendation, because of conflict of
interest or other special circumstances, and communicates the basis for its determination to the
members, dissolution may be approved without such recommendation upon the affirmative vote
of at least two-thirds (2/3) of the members entitled to vote. The board of directors may condition
the effectiveness of the dissolution, and the members may condition their approval of the
dissolution, on any basis.
6.2. Notice. The Corporation shall give notice to members entitled to vote, pursuant
to Section 3.8, of the members meeting at which the proposal to dissolve will be voted on. The
notice shall contain or be accompanied by a copy of the proposal or a summary thereof.
6.3. Articles of Dissolution. After dissolution is authorized, the Corporation shall
dissolve by delivering to the Colorado Secretary of State for filing articles of dissolution in the
form it shall prescribe.
6.4. Revocation. The Corporation may revoke its dissolution within 120 days after the
effective date of the dissolution by the same action that authorized its dissolution pursuant to
Section 6.1. After the revocation of dissolution is authorized, the Corporation shall revoke the
dissolution by delivering to the Colorado Secretary of State for filing, within 120 days after the
effective date of dissolution, articles of revocation of dissolution in the form it shall prescribe.
ARTICLE 7
Miscellaneous
7.1. Amendment of Bylaws. The board of directors shall have the power to make,
amend and repeal these Bylaws at the annual meeting of the board or at any special meeting
called for that purpose upon a vote of two-thirds (2/3) of the directors, unless otherwise provided
in these Bylaws or by law.
7.2. Offices and Addresses. The location of the principal office of the Corporation
shall be determined by the board of directors from time to time. The mailing address of the
Corporation, if different, shall also be determined by the board from time to time.
7.3. Booth Rentals. Booth space at meetings and events sponsored by the Corporation
shall be made available to members for $150.00 per event (as space permits or as deemed
appropriate by the board of directors) or such other amount as may be determined by the board
of directors from time to time. Presenters at meetings and sponsored events may be given
complimentary booth space if a formal request is made to and approved by the board.
7.4. Conflict of Interest. Each director, officer and member of a committee with
governing authority shall read and understand the Conflict of Interest Policy attached to these
Bylaws as Exhibit A.
ADOPTED AND EFFECTIVE the date first written above.
_____________________________________
Secretary
EXHIBIT A
CONFLICT OF INTEREST POLICY
1. Purpose. The purpose of this Conflict of Interest Policy (“Policy”) is to protect
the Corporation’s interest when it is contemplating entering into a transaction or arrangement
that might benefit the private interest of an officer, director or committee member of the
Corporation or might result in a possible excess benefit transaction. This policy is intended to
supplement but not replace any applicable state and federal laws governing conflict of interest
applicable to nonprofit and charitable organizations.
2. Definitions.
2.1. The term “interested person” means any director, principal officer, or
member of a committee with board-delegated powers who has a direct or indirect
financial interest, as defined below.
2.2. A person has a “financial interest” if the person has, directly or indirectly,
through business, investment or family:
(a) An ownership or investment interest in any entity with which the
Corporation has a transaction or arrangement;
(b) A compensation arrangement with the Corporation or with any
entity or individual with which the Corporation has a transaction or
arrangement, or
(c) A potential ownership or investment interest in, or compensation
arrangement with, any entity or individual with which the
Corporation is negotiating a transaction or arrangement.
A financial interest is not necessarily a conflict of interest. Under Section 3.2 below, a
person who has a financial interest may have a conflict of interest only if the board of
directors or a committee of the board decides that a conflict of interest exists.
2.3. The term “compensation” includes direct and indirect remuneration as
well as gifts or favors that are not insubstantial.
3. Procedures.
3.1. Duty to Disclose. In connection with any actual or possible conflict of
interest, an interested person must disclose the existence of the financial interest and be
given the opportunity to disclose all material facts to the directors or the members of
committees with board-delegated powers considering the proposed transaction or
arrangement.
3.2. Determining Whether a Conflict of Interest Exists. After disclosure of the
financial interest and all material facts, and after any discussion with the interested
person, the interested person shall leave the board or committee meeting while the
determination of a conflict of interest is discussed and voted upon. The remaining board
or committee members shall decide if a conflict of interest exists.
3.3. Procedures for Addressing the Conflict of Interest.
3.3.1. An interested person may make a presentation to the board or
committee at a meeting, but after the presentation he or she shall leave the
meeting during the discussion of, and the vote on, the transaction or arrangement
involving the possible conflict of interest.
3.3.2. The president shall, if appropriate, appoint a disinterested person
or committee to investigate alternatives to the proposed transaction or
arrangement.
3.3.3. After exercising due diligence, the board of directors or committee
shall determine whether the Corporation can obtain with reasonable efforts a more
advantageous transaction or arrangement from a person or entity that would not
give rise to a conflict of interest.
3.3.4. If a more advantageous transaction or arrangement is not
reasonably possible under circumstances not producing a conflict of interest, the
board of directors or committee shall determine by a majority vote of the
disinterested directors whether the transaction or arrangement is in the
Corporation’s best interest, for its own benefit, and whether it is fair and
reasonable. In conformity with the above determination, it shall make its decision
as to whether to enter into the transaction or arrangement.
3.4. Violations of the Conflict of Interest Policy.
3.4.1. If the board of directors or committee has reasonable cause to
believe a member has failed to disclose an actual or possible conflict of interest, it
shall inform the member of the basis for such belief and afford the member an
opportunity to explain the alleged failure to disclose.
3.4.2. If, after hearing the member’s response and after making further
investigation as warranted by the circumstances, the board of directors or
committee determines the member has failed to disclose an actual or possible
conflict of interest, it shall take appropriate disciplinary and corrective action.
4. Records of Proceedings. The minutes of the board of directors and all committees
with board-delegated powers shall contain:
(a) The names of the persons who disclosed or otherwise were found to have
a financial interest in connection with an actual or possible conflict of
interest, the nature of the financial interest, any action taken to determine
whether a conflict of interest was present, and the board’s or committee’s
decision as to whether a conflict of interest in fact existed; and
(b) The names of the persons who were present for discussions and votes
relating to the transaction or arrangement, the content of the discussion,
including any alternatives to the proposed transaction or arrangement, and
a record of any votes taken in connection with the proceedings.
5. Compensation.
5.1. A voting member of the board of directors who receives compensation,
directly or indirectly from the Corporation for services, is precluded from voting on
matters pertaining to that member’s compensation.
5.2. A voting member of any committee whose authority includes
compensation matters and who receive compensation, directly or indirectly from the
Corporation for services, is precluded from voting on matters pertaining to that member’s
compensation.
5.3. No voting member of the board or directors or any committee whose
jurisdiction includes compensation matters and who receives compensation, directly or
indirectly from the Corporation, either individually or collectively, is prohibited from
providing information to any committee regarding compensation.
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