BD2081 - Fiduciary Duties

1. Duty to disclose
   
   In connection with any actual or possible conflict of interest, a member must disclose existing personal or financial interests,and be given the opportunity to disclose all material facts to the Board prior to final action on a proposed transaction.
    
2. Procedures for addressing a conflict of interest
   1. An interested person shall leave the meeting during the deliberations and votes on the transaction involving the possible conflict of interest, and the secretary shall note the absence in the minutes.
   2. The chair may appoint a disinterested person or persons to investigate whether the ​terms of the proposed transaction are fair and reasonable.
   3. Regardless whether a disinterested person or persons are appointed to investigate, the Board shall determine by majority vote of the disinterested directors whether the transaction is in the college’s best interest and whether it is fair and reasonable. Following such determination, the Board shall determine by majority vote of the disinterested directors whether to enter into the transaction.

The foregoing, however, should not prevent interested persons from briefly stating their positions regarding the transaction when requested by the Board for clarification, nor from responding to specific inquiries from other directors in attempts to render a fair and reasonable decision.

3. Violations of the conflicts of interest policy
   1. If a majority of the Board determines there is reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member opportunity to explain the alleged failure to disclose.
   2. After hearing the member’s response, and after further investigation as warranted by the circumstances, if the Board determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate corrective action.
4. Recording the proceedings
   1. Minutes must include the names of the persons who disclosed or otherwise were found to have a personal or financial interest in connection with an actual or possible conflict of interest, the nature of the personal or financial interest, any actions determining whether a conflict of interest was present, and the Board’ decision as to whether a conflict of interest existed.
   2. The minutes must also include the names of the persons present for discussions and votes relating to the transaction, the content of the discussions, including any alternatives to the proposed transaction, and records of any votes taken related to the proceedings.