Guest Patti Posted November 9, 2012 at 04:07 PM Report Share Posted November 9, 2012 at 04:07 PM I'm looking for information on recording "conflict of interest" in the minutes. a) can someone direct me to section in The Book regarding same the current situation is:One of our board members has an ongoing conflict, in that she works for an organization that has said she can only serve on our board as long as she doesn’t participate in any discussions or decisions with respect to our investments. (She works for a large accounting firm, and they have specific protocols about how and where their employees serve on other boards.) So the drill is that every time the board meets, she has to formally declare that existing conflict. All of that information in the first set of minutes this year, and does it need to be repeated every set of minutes throughout her four-year term. So, for example, here is what the first detailed blurb said in our September minutes:The internal independence rules of ____ employer, ______, require that _______ have no involvement in any decisions over XXX's investment portfolio, that ____ does not participate in discussions related to the investment portfolio, and that _____ abstain from any voting in that regard.Your assistance is appreciated. Link to comment Share on other sites More sharing options...
Guest Edgar Posted November 9, 2012 at 04:12 PM Report Share Posted November 9, 2012 at 04:12 PM I'm looking for information on recording "conflict of interest" in the minutes. a) can someone direct me to section in The Book regarding same The phrase "conflict of interest" doesn't appear in RONR and there is no need to record it in the minutes.I suppose, on those (rare?) occasions when this member must abstain, the minutes could, as a courtesy, note that she abstained because of a rule imposed by her employer. But you risk creating a slippery slope where other members will want their reasons for voting (or not) recorded. Link to comment Share on other sites More sharing options...
David A Foulkes Posted November 9, 2012 at 04:57 PM Report Share Posted November 9, 2012 at 04:57 PM I'm intrigued by the idea that rules of employment at Job A can so adversely affect membership rights on Board B. Anyway, the closest RONR comes to "conflict of interest" is to state that a member with a personal or pecuniary interest (re a motion) not in common with other members should abstain from voting, but cannot be compelled to do so. It offers no restriction with regard to debating, or otherwise participating in consideration of the motion. It also offers no rule that any perceived (let's go with) "conflict of interest" be announced or recorded. If the organization's rules, or employer's, so require it, that's beyond the realm of RONR. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted November 12, 2012 at 03:46 PM Report Share Posted November 12, 2012 at 03:46 PM I'm intrigued by the idea that rules of employment at Job A can so adversely affect membership rights on Board B.It does not affect her membership rights at all. As far as RONR is concerned, she is free to participate fully. The rights that get affected adversely are her employment rights, if she chooses to do so. Link to comment Share on other sites More sharing options...
Tim Wynn Posted November 12, 2012 at 04:10 PM Report Share Posted November 12, 2012 at 04:10 PM It does not affect her membership rights at all. As far as RONR is concerned, she is free to participate fully. I concur. This is a point I would have made, had Gary not already made it. I forget if he's Gary 1 or Gary 2. But, for most purposes, the Garies are interchangeable, though uniquely articulate and persuasive. Link to comment Share on other sites More sharing options...
Tim Wynn Posted November 12, 2012 at 04:12 PM Report Share Posted November 12, 2012 at 04:12 PM The phrase "conflict of interest" doesn't appear in RONR . . .. . . unless you count p. 681. Link to comment Share on other sites More sharing options...
sMargaret Posted November 12, 2012 at 04:19 PM Report Share Posted November 12, 2012 at 04:19 PM Patti, it is up to your organization to decide if it wishes to place this requirement in the minutes each and every time to appease your board member's compliance department (or internal independence department, or whatever they call themselves). Your organization may also write a letter to the department, asking for clarification if they need these in each minutes in order for the board member to participate.At the end of the day, your choice is whether or not these requirements of the board member's employer are more of a problem to your organization, than having the board member be unable to serve on your organization. Link to comment Share on other sites More sharing options...
Tim Wynn Posted November 12, 2012 at 04:26 PM Report Share Posted November 12, 2012 at 04:26 PM Patti, it is up to your organization to decide if it wishes to place this requirement in the minutes each and every time to appease your board member's compliance department (or internal independence department, or whatever they call themselves). Your organization may also write a letter to the department, asking for clarification if they need these in each minutes in order for the board member to participate.At the end of the day, your choice is whether or not these requirements of the board member's employer are more of a problem to your organization, than having the board member be unable to serve on your organization.I don't see any "requirement" to do anything or to include anything in the minutes, from the information that the original poster has provided. The rules of the organization should be consulted . . . then followed.What any department has to say on the matter would only be in the nature of a recommendation, unless the rules say otherwise. Link to comment Share on other sites More sharing options...
sMargaret Posted November 12, 2012 at 05:13 PM Report Share Posted November 12, 2012 at 05:13 PM I don't see any "requirement" to do anything or to include anything in the minutes, from the information that the original poster has provided.So the drill is that every time the board meets, she has to formally declare that existing conflict. All of that information in the first set of minutes this year, and does it need to be repeated every set of minutes throughout her four-year term.It's possible that her employer would ask to see the minutes showing the record of her formal declaration - certainly, I wouldn't rule it out for my compliance department, who can come up with the strangest things to ask. I would agree that it's unclear as to whether or not the board member has requested this in the minutes for each meeting or not. Link to comment Share on other sites More sharing options...
Tim Wynn Posted November 12, 2012 at 06:35 PM Report Share Posted November 12, 2012 at 06:35 PM It's possible that her employer would ask to see the minutes showing the record of her formal declaration - certainly, I wouldn't rule it out for my compliance department, who can come up with the strangest things to ask. I would agree that it's unclear as to whether or not the board member has requested this in the minutes for each meeting or not.Well, I ask that Mr. Obama check with me before making any decisions, but I doubt that anyone considers it a requirement. And, yes, I do belong to the body that is his employer. Link to comment Share on other sites More sharing options...
sMargaret Posted November 12, 2012 at 06:55 PM Report Share Posted November 12, 2012 at 06:55 PM Well, I ask that Mr. Obama check with me before making any decisions, but I doubt that anyone considers it a requirement. And, yes, I do belong to the body that is his employer. We may be arguing the same point, I'm not sure. The board member's employer may require her to have this declaration listed in the minutes of the association. The employer cannot require the association to do so, but in that case the employer may require her to resign from the association. Link to comment Share on other sites More sharing options...
Guest Edgar Posted November 12, 2012 at 10:01 PM Report Share Posted November 12, 2012 at 10:01 PM . . . unless you count p. 681.Yikes! Link to comment Share on other sites More sharing options...
Sean Hunt Posted November 13, 2012 at 09:32 AM Report Share Posted November 13, 2012 at 09:32 AM If you're a corporation or other group defined by law, you may also want to look in relevant law. Up here, I know that this is not only standard practice for corporations, but in many cases also a legal requirement. Link to comment Share on other sites More sharing options...
Guest Edgar Posted November 13, 2012 at 11:20 AM Report Share Posted November 13, 2012 at 11:20 AM Up here . . .??? Link to comment Share on other sites More sharing options...
Sean Hunt Posted November 13, 2012 at 07:35 PM Report Share Posted November 13, 2012 at 07:35 PM ???Canadia. Link to comment Share on other sites More sharing options...
Trina Posted November 13, 2012 at 07:43 PM Report Share Posted November 13, 2012 at 07:43 PM Canadia.Is that somewhere near Canada? Link to comment Share on other sites More sharing options...
Gary c Tesser Posted November 15, 2012 at 09:39 AM Report Share Posted November 15, 2012 at 09:39 AM Is that somewhere near Canada?It's where Canadans live. Link to comment Share on other sites More sharing options...
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