Director Conflicts of Interest Clause Samples
The Director Conflicts of Interest clause establishes procedures for identifying and managing situations where a director’s personal interests may conflict with their duties to the company. Typically, this clause requires directors to disclose any potential or actual conflicts to the board and may restrict their participation in related discussions or decisions. By setting clear expectations and processes, the clause helps maintain transparency and integrity in board decision-making, thereby protecting the company from biased or self-interested actions by its directors.
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Director Conflicts of Interest. (A) ▇▇. ▇▇▇▇▇ nor any of his affiliates will enter into any contract or transaction with DELTA unless the fact of such relationship or interest is disclosed or known to DELTA board of directors or committee which authorizes, approves or ratifies the contract or transaction and it is approved by a vote or consent sufficient for the purpose without counting the vote or consent of ▇▇. ▇▇▇▇▇; and, if stockholder approval is required, the fact of such relationship or interest is disclosed or known to the stockholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent.
(B) ▇▇. ▇▇▇▇▇ may be counted in determining the presence of a quorum at a meeting of DELTA board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.
Director Conflicts of Interest. (A) Neither Mr. Last Name nor any affiliate thereof will enter into any contract or other transaction with AmeriNet unless the fact of such relationship or interest is disclosed or known to AmeriNet's board of directors or committee which authorizes, approves or ratifies the contract or transaction and it is approved by a vote or consent sufficient for the purpose without counting the vote or consent of Mr. Last Name ; and, if stockholder approval is required, the fact of such relationship or interest is disclosed or known to the stockholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent.
(B) Mr. Last Name may be counted in determining the presence of a quorum at a meeting of AmeriNet's board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.
Director Conflicts of Interest. The legal effectiveness or enforceability of any contract or other transaction authorized by the Corporation’s Board, any committee thereof or its Shareholders which may present a conflict of interest as contemplated by the Florida Business Corporation Act shall be determined by the provisions thereof. Directors whose relationship with another person or entity is the source of such potential conflict of interest may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.
Director Conflicts of Interest. (A) Mrs. Tucker nor any of her affiliat▇▇ ▇▇▇▇ ▇▇▇er into any contract or transaction with DELTA unless the fact of such relationship or interest is disclosed or known to DELTA board of directors or committee which authorizes, approves or ratifies the contract or transaction and it is approved by a vote or consent sufficient for the purpose without counting the vote or consent of Mrs. Tucker; and, if stockholder ap▇▇▇▇▇▇ ▇▇ ▇equired, the fact of such relationship or interest is disclosed or known to the stockholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent.
(B) Mrs. Tucker may be counted in deter▇▇▇▇▇▇ ▇▇▇ presence of a quorum at a meeting of DELTA board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.
Director Conflicts of Interest. Notwithstanding any other provision of this Agreement, a Director shall disqualify himself or herself from voting on any issue with respect to which he or she has a conflict of interest, unless he or she has disclosed such conflict of interest in compliance with Sections 18-8-308 and ▇▇-▇▇-▇▇▇ et seq., Colorado Revised Statutes, as amended.
Director Conflicts of Interest. No contract or other transaction between the Corporation and one or more of its Directors or any other corporation, firm, association or entity in which one or more of the Directors are Directors or Officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such Director or Directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if:
(a) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Directors; or
(b) the fact of such relationship or interest is disclosed or known to the Shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or
(c) the contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board, a committee or the Shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.
Director Conflicts of Interest. (A) Mr. Del nor any of his affiliates will enter into any contract or transaction with DELTA unless the fact of such relationship or interest is disclosed or known to DELTA board of directors or committee which authorizes, approves or ratifies the contract or transaction and it is approved by a vote or consent sufficient for the purpose without counting the vote or consent of Mr. Del; and, if stockholder approval is required, the fact of such relationship or interest is disclosed or known to the stockholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent.
(B) Mr. Del may be counted in determining the presence of a quorum at a meeting of DELTA board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.
Director Conflicts of Interest. 13.14.1 It shall be the duty of a Director who is in any way directly or indirectly interested in any contract or arrangement or proposed contract or arrangement with the Company (and in particular any interest concerning the region of any proposal concerning the Company) to declare the nature of their interest at the meeting of the Directors at which the contract or arrangement is first taken into consideration if their interest then exists, or in any other case at the first meeting of the Directors held after becoming aware of their interest.
13.14.2 A notice by a Director to the effect that they are a shareholder or owner of any specified corporation, partnership or other firm or entity, regarded as interested in any contract which may after the date of such notice be made with the Company, shall be deemed to be a sufficient declaration of interest in relation to any contract so made.
13.14.3 A Director shall not be deemed to be interested or to have been at any time interested in any contract or arrangement or proposed contract or arrangement relating to any loan to the Company merely by reason of the fact that they have guaranteed or joined in guaranteeing the repayment of such loan. A Director shall not be entitled to vote upon any contract or arrangement in which they may be directly or indirectly interested or upon any question arising in connection therewith and they may not attest the affixing of the Seal of the Company to any such contract or arrangement.
13.14.4 It shall also be the duty of a Director who holds any office or possesses any property the holding of which office or the possession of which property might, whether directly or indirectly, create duties or interests in conflict with their duties or interests as a Director of the Company to declare at the first meeting of the Directors held after they become a Director (if s/he is already a Director) or at the first meeting of the Directors held after they commenced to hold office or possess any such property as aforesaid the fact of their holding such office or their possession of such property and the nature, character and extent of the conflict.
13.14.5 It shall be the duty of the Secretary to record in the Minutes of the meeting any declarations made or notices given by a Director as aforesaid.
Director Conflicts of Interest. (A) Mr. _____ nor any of his affiliates will enter into any contract or transaction with Pop Starz Records unless the fact of such relationship or interest is disclosed or known to Pop Starz Records board of directors or committee which authorizes, approves or ratifies the contract or transaction and it is approved by a vote or consent sufficient for the purpose without counting the vote or consent of Mr. _____; and, if stockholder approval is required, the fact of such relationship or interest is disclosed or known to the stockholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent.
(B) Mr. _____ may be counted in determining the presence of a quorum at a meeting of Pop Starz Records board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.
Director Conflicts of Interest. (A) Neither the Director nor any affiliate, (“affiliate” meaning an entity or a person that controls, is controlled by or is under common control with another person and their immediate families), thereof will enter into any contract or other transaction with PUGET unless the fact of such relationship or interest is disclosed or known to PUGET’s board of directors or committee which authorizes, approves or ratifies the contract or transaction and it is approved by a vote or consent sufficient for the purpose without counting the vote or consent of the Director ; and, if stockholder approval is required, the fact of such relationship or interest is disclosed or known to the stockholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent. The Director may be counted in determining the presence of a quorum at a meeting of PUGET’s board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.