Conflict of interest and withholding of vote Clause Samples

Conflict of interest and withholding of vote. All Board members, officers and other natural or legal persons (including members of the General Assembly; on matter outside of the General Assembly) that perform any duty for the Association must declare the nature and extent of: a. any direct or indirect material interest which it has in a proposed transaction or arrangement with the Association; or b. any direct or indirect interest or any duty which it has which conflicts or may conflict with the interests of the Board or its duties towards the Board. In case of conflict of interest the Board member, officer or natural or legal person in question shall withhold its vote (if any). The member can be present for the deliberations (if any), but not for the decision regarding the matter. If it is unclear whether the interests or duties of a Board member, officer or natural or legal person may lead to a conflict of interest, the Board shall decide whether there is an actual or potential conflict of interest. The Board may establish further conditions and requirements for conflict of interests and establish rules, policies, procedures or regulations in this regard.