Section 1. Pecuniary Benefit Transaction
Any possible conflict of interest or any Pecuniary Benefit Transaction (as defined in RSA 7:19-a) on the part of any Director or officer of the Corporation shall be disclosed in writing to the Board and made a matter of record. A Pecuniary Benefit Transaction shall be prohibited unless it is in the best interest of the Corporation and unless all of the following conditions are met:
Section 2. Notice and Agreement
- The transaction is for goods and services purchased, or benefits provided, in the ordinary course of the business of the Corporation for the actual or reasonable value of the goods or services or for a discounted value, and the transaction is fair to the Corporation;
- The transaction is approved by a two-thirds (2/3) majority of the disinterested Directors;
- After full and fair disclosure of the material facts of the transaction to the Board and after notice and full discussion of the transaction by the Board;
- Without participation, voting, or presence of any Director or with a Financial Interest (as defined in RSA 7:19-a) in the transaction, or who has had a Pecuniary Benefit Transaction with the corporation in the same fiscal year, except as the Board may require to answer questions regarding the transaction; and
- A record of the action on the matter is made and recorded in the minutes of the Board. The minutes of the meeting shall reflect that a disclosure was made; that the interested Director or officer and all other Directors and officers with a pecuniary transaction with the Corporation during the fiscal year were absent during both the discussion and the voting on the transaction; and the actual vote itself.
- The Corporation will maintain a list disclosing each and every Pecuniary Benefit Transaction, including the names of those to whom the benefit accrued, and the amount of the benefit, and will keep such list available for inspection by the Board and contributors to the Corporation. The list will also be reported to the New Hampshire Director of Charitable Trusts each year as part of the Corporation's annual report required under RSA 7:28;
- If the transaction, or the aggregate of the transactions with the same Director or officer within one calendar year, is in the amount of $5,000.00 or more, the Corporation will publish notice thereof in a newspaper of general circulation in the community in which the Corporation's principal New Hampshire office is located and will give written notice to the New Hampshire Director of Charitable Trusts, before consummating the transaction. At a minimum, such notice will state that it is given in compliance with RSA 7:19-a and shall include the name of the Corporation, the name of any Director or officer receiving pecuniary benefit from the transaction, the nature of the truncation, and the specific dollar amount of the transaction.
- Every Director or officer or member of the immediate family of such Director or officer who engages in a Pecuniary Benefit Transaction with the Corporation, shall provide copies of all contracts, payment records, vouchers, other financial records or other financial documents at the request of the New Hampshire Director of Charitable Trusts in accordance with RSA 7:24.
- The Corporation shall not lend money or property to its Directors or officers. Any Director or officer who assents to or participates in the making of any such loan shall be jointly and severally liable to the Corporation for the amount of such loan until it is repaid.
- The Corporation shall not sell, lease for a term of greater than five years, purchase, or convey any real estate or interest in real estate to or from any Director of officer without the prior approval of a New Hampshire Probate Court after a finding that the sale or a lease is fair to the Corporation. However, this paragraph shall not apply to a bona fide gift of an interest in real estate to the Corporation by a Director or officer of the Corporation.
- A pecuniary benefit transaction undertaken in violation of these provisions is voidable by the Corporation.
Every new Director and officer shall be advised of this conflicts provision upon assuming the duties of his or her office, and shall sign a statement acknowledging his or her understanding of and agreement to this conflicts provision.
Adopted by the Board of Directors, St. Paul's Alumni Association on April 24, 2003.