WHEREAS, the Executive Committee of Leadership Oklahoma, Inc. (LOK) recommends that a Conflicts of Interest Policy for members of the LOK Board of Directors be adopted.
WHEREAS, the Executive Committee states that the objectives for such policy are as follows: 1. to ensure that a board member is independent and impartial when acting for LOK; 2. to ensure that LOK policy and decisions are made through established corporate procedure; 3. to prevent a board member from using his or her position for personal profit; 4. to help avoid action or activities that create the appearance of conflicts of interest; and 5. to promote the public's confidence in LOK and its board members.
NOW THEREFORE BE IT RESOLVED that the following be and is hereby adopted by the Executive Committee as the Statement of Policy in regard to Conflicts of Interest. Each board member has a duty to place the interest of LOK foremost in any transaction with LOK or on its behalf and has a continuing responsibility to comply with the requirements of this policy.
The conduct of personal business between any board or committee member and LOK is prohibited unless fully disclosed to the Executive Committee and intrinsically fair to LOK. Board or committee members may not obtain for themselves, their relatives or their friends a material interest of any kind from their association with LOK.
If a board member has an interest in a proposed transaction with LOK in the form of a significant personal financial interest in the transaction or in any organization involved in the transaction or holds a position as trustee, director or officer in any such organization, he or she must make full disclosure to the Executive Committee of such interest before any discussion or negotiation of such transaction.
Any board or committee member who is aware of a potential conflict of interest with respect to any matter coming before the board or committee shall not be present for any discussion of or vote in connection with the matter.
To implement this policy, board members of LOK will submit annual reports on the attached forms and, if not previously disclosed, will make disclosure before any relevant board or committee action.
These reports will be reviewed by the Executive Committee, which will attempt to resolve any actual or potential conflicts, and, in the absence of resolution, refer the matter to the Board of Directors.