University of Delaware
Excerpt From Trustee Conflict Of Interest Policy in Section 1.4. of the University Of Delaware Bylaws:
SECTION 1.4.1. Scope. The purpose of this Conflict of Interest Policy is to protect the University’s interest if a transaction or arrangement to which the University is a party might benefit or might be seen as benefiting the private interest of a Trustee.
SECTION 1.4.2. Policy. It is the policy of the University that Trustees shall act in a manner consistent with their fiduciary duty and responsibilities to the University, and that, should they have a conflict of interest, they shall recuse themselves from Board consideration of the matter giving rise to the conflict of interest.
SECTION 1.4.3. Definitions. As used in this Conflict of Interest Policy, the following terms shall have the meanings indicated.
SECTION 1.4.3.1. “Trustee” means (a) a person serving as a voting or nonvoting member of the Board; (b) an honorary counselor to the Board appointed under Section 1.1.4; (c) a Trustee Emeritus or Trustee Emerita appointed to the Board under Section 1.1.5; and (d) a non-Trustee appointed to a visiting committee under Section 2.13.2.
Section 1.4.3.2. “Conflict of interest” means a situation in which a Trustee’s financial interest in a transaction for the provision of goods or services to the University for compensation or remuneration or his or her relationship with an organization compromises the Trustee’s independence of judgment, allows a Trustee to exploit his or her position for personal or financial gain, or causes harm to the University’s reputation.
SECTION 1.4.3.3. “Organization” means an individual, company, association, partnership, or other entity, whether incorporated or unincorporated and whether for-profit or not-for-profit, that provides or has expressed an interest in providing goods or services to the University for compensation or remuneration.
SECTION 1.4.3.4. “Affiliate” means (a) an organization of which a Trustee is an officer, director, trustee, partner, employee or agent; (b) an organization in which the Trustee has a material interest; or (c) any spouse, parent, or child of a Trustee.
SECTION 1.4.3.5. “Material interest” means a financial interest in an organization by virtue of (a) ownership of five percent or more of the organization’s outstanding stock or comparable ownership interest in a non-corporate entity; (b) a paid consulting or employment relationship with the organization; or (c) receipt of a gift, favor, benefit, or service from the organization if the cumulative value of all such gifts, favors, benefits, and services received by such Trustee from such organization in any twelve-month period is $100 or more.
SECTION 1.4.4. No Compensation for Trustees. Trustees serve as volunteers and are not compensated for their services. Consistent with this policy, no Trustee may serve as a paid consultant to or enter into a paid employment or contractual relationship with the University or otherwise provide services to the University for payment while he or she is a Trustee or for a period of one year after service as a Trustee ends; provided, however, that the prohibition in this sentence shall not be construed or applied to prohibit a contract of full-time employment between the University and any Trustee who is employed by the
University as (1) President or (2) a member of the University Faculty if such Trustee was so employed prior to his or her appointment as a Trustee.
SECTION 1.4.5. Disclosure. Each Trustee shall be required to file on an annual basis, and at such other times as a potential conflict of interest may arise, a Disclosure and Compliance Affirmation Statement disclosing his or her financial interest, or that of an affiliate, in a transaction for the provision of goods and services to the University for compensation or remuneration and affirming that (1) the Trustee has read the Conflict of Interest Policy contained in these Bylaws, and (2) the Trustee will avoid participating in any University decision involving or affecting such transaction or where for other reasons the Trustee’s independent judgment could be affected by a conflict of interest.
Section 1.4.6. Recusal. Trustees shall avoid participating in any University decision in which, by any reasonable standard, institutional or other connections could influence the Trustee’s independent judgment. Where the Trustee is in doubt as to whether he or she should avoid participating in a decision, the Trustee shall raise the issue in advance with the Chair of the Board for determination.
SECTION 1.4.7. Quorum consideration. A Trustee who is recused under Section 1.4.6 may be counted in determining the presence of a quorum but such Trustee shall not be counted for purposes of determining whether a quorum exists with respect to the requisite action. In the event that the Chair of the Board is an interested Trustee, the senior Vice Chair of the Board in the case of the Board or the senior Trustee in the case of a committee of the Board shall undertake the powers and duties of the Chair of the Board or committee chair in connection with the matter under consideration.