2. Fiduciary Responsibilities
2.1 Executive Officers of USNH serve the public trust and have a clear obligation to fulfill their responsibilities in a manner consistent with this fact. All decisions of Executive Officers are to be made solely on the basis of a desire to promote the best interests of USNH and the public good. USNH's integrity must be protected and advanced at all times.
2.1.1 Men and women of substance inevitably are involved in the affairs of other institutions and organizations. An effective administration cannot consist of individuals entirely free from at least perceived conflicts of interest. Although most potential conflicts are and will be deemed to be inconsequential, it is everyone's responsibility to ensure that the Board of Trustees is made aware of situations that involve personal, familial, or business relationships that could be troublesome for USNH. Thus, the Board of Trustees requires each Executive Officer annually (1) to review this policy; (2) to disclose any possible personal, familial, or business relationships that reasonably could give rise to a conflict involving USNH; and (3) to acknowledge by his or her signature that he or she is in accordance with the letter and spirit of this policy.
3.1 All Executive Officers are requested to list on this form only those substantive relationships that he or she maintains (or members of their family maintain) with organizations that do business with USNH or otherwise could be construed to potentially affect his or her independent, unbiased judgment in light of his or her decision-making authority or responsibility. In the event an Executive Officer is uncertain as to the appropriateness of listing a particular relationship, the Chairman of the Board of Trustees and/or the Chancellor should be consulted. They, in turn, may consult with legal counsel, the Executive Committee, or the Board of Trustees in executive session. Such information, including information provided on this form, shall be held in confidence, except when, after consultation with the Executive Officer, USNH's best interests would be served by disclosure.
3.2 The following definitions are provided to help each Executive Officer decide whether a relationship should be listed on this form:
3.2.1 Business Relationship: One in which an Executive Officer, or a member of his or her family, as defined below, serves as an officer, director, employee, partner, trustee, or controlling stockholder of an organization that does substantial business with USNH or any of its institutions.
3.2.2 Family Member: A spouse, parent, sibling, child, or any other relative if the latter resides in the same household as the Executive Officer.
3.2.3 Substantial Benefit: When an Executive Officer or a member of her/his family (1) are the actual or beneficial owner of more than 5 percent of the voting stock or controlling interest of an organization that does substantial business with USNH, or (2) have other direct or indirect dealings with such an organization from which an Executive Officer or a member of her/his family benefits directly, indirectly or potentially from cash or property receipts totaling $10,000 or more annually.
4. Restraint on Participation
4.1 Executive Officers who have declared or been found to have a conflict of interest shall refrain from participating in consideration of proposed transactions, unless for special reasons the Administration requests information or interpretation. Persons with conflicts shall not vote, participate in discussion, nor be present at the time of vote.