Section 1. Disclosure Requirement. Any Trustee having an interest in a contract or other transaction presented to the Board or any committee thereof for authorization, approval, or ratification shall give prompt, full and frank disclosure of his/her interest to the Governance Committee Chairperson prior to action by the Board or any committee thereof.
Section 2. Consequence of Presence or Participation. No contract or transaction between USNH and one or more of its Trustees, or between USNH and another corporation, partnership, association, or other organization in which one or more of the Trustees have a financial interest, shall be void or voidable solely for this reason, or solely because the Trustee is present at or participates at the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because his/her or their votes are counted for such purpose, if:
- the material facts as to Trustee's relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or the transaction by the affirmative votes of a majority of the disinterested Trustees, even though the disinterested Trustees be less than a quorum; or
- The material facts as to Trustee's relationship or interest and as to the contract or transaction are disclosed or are known to the Trustees and the contract or transaction is specifically approved in good faith by vote of the Trustees; or
- The contract or transaction is fair as to USNH as of the time it is authorized, approved, or ratified by the Board of Trustees or a committee thereof.
Section 3. Inclusion for Quorum Purposes. Interested Trustees may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.
Section 4. Disclosure Process and Form. The Board shall adopt a policy establishing a process and form for the periodic disclosure of conflicts of interests and circumstances that may lead to a conflict of interest.