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2. Determining Whether a Conflict of Interest Exists <br />After disclosure of the interest and the material facts, and after any discussion with the <br />interested person; he/she may leave the board or committee meeting while the <br />determination of a conflict of interest is discussed and voted upon. The remaining board <br />or committee members shall decide if a conflict of interest exists. <br />3. Procedures for Addressing the Conflict of Interest <br />a. An interested person may make a presentation at the board or committee meeting, <br />then he/she may leave the meeting and shall abstain from the vote on the <br />transaction or arrangement involving the possible conflict of interest. <br />b. After exercising due diligence, the governing board or committee shall determine <br />whether the Organization can obtain with reasonable efforts a more advantageous <br />transaction or arrangement from a person or entity that would not give rise to a <br />conflict of interest. <br />c. if a more advantageous transaction or arrangement is not reasonably possible <br />under circumstances not producing a conflict of interest, the governing board or <br />committee shall determine by a majority vote of the disinterested directors whether <br />the transaction or arrangement is in the Organization's best interest, for its awn <br />benefit, and whether it is fair and reasonable. In conformity with the above <br />determination it shall make .its decision as to whether to enter into the transaction <br />or arrangement. <br />4. Violations of the Conflict of Interest Policy <br />a. If the governing board or committee .has reasonable cause to believe a member <br />has failed to disclose actual or possible conflicts of interest, it shall inform the <br />member of the basis- for such belief and afford the member an opportunity to <br />explain the alleged failure to disclose. <br />b. If, after hearing the member's response and after making further investigation as <br />warranted by the circumstances, the governing board or committee determines the <br />member has failed to disclose an actual or possible conflict of interest, it shall take <br />appropriate disciplinary or corrective action. <br />~- Records of Proceedings: <br />The minutes of the governing board or committees with board delegated powers shall <br />contain: <br />a. The name of the persons who disclosed or otherwise were found to have a <br />financial or personal interest in connection with an actual or possible conflict of <br />interest, the nature of the interest, any action taken to determine whether a conflict <br />of interest was present, and the governing board's or committee's decision as to <br />whether a conflict of interest in fact existed. <br />b. The names of the persons who were present for discussions and votes relating to <br />the transactions or arrangement,. and a record of any votes taken in connection. <br />with the proceedings. <br />Adopted by Charles House Association on August 8, 2005 <br />