Dear Alan, See comments below....
On Mon, Nov 7, 2016 at 12:21 AM, Owen DeLong <o...@delong.com> wrote: > >> > >> 15.6 A director of the company shall, where he has a potential conflict > of interest in any item brought before the board, disclose such conflict to > the board. Said director shall recuse himself from voting on any such > matter before the board where a conflict exists. > > > > The term “transaction” is intended to refer to anything that the Board > does (not only financial transactions), but I prefer your wording (“any > item” instead of “transaction”). > > More than just the term transaction, there was the wording that implied it > was a transaction between the specific board member and the company rather > than any particular agenda item before the entire board, but sounds like we > are on the same page at this point anyway, so I think that’s good. > The proposed 15.6 on conflict of interest states that members who disclosed conflict of interest shall recuse themselves from voting As it stands a member can participate in discussions but not vote. I think the member in conflict should recuse from both all discussions and voting on the issue. regards, Benjamin
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