Directors may be elected at the same meeting. 4.13     CONFLICT OF INTEREST Every Director who in any way directly or indirectly, or who has a spouse who in any way directly or indirectly has an interest in a proposed or existing contract or transaction of the Organization shall make a full and fair declaration of the nature and extent of the interest at a meeting of the Board of Directors. In the case of a proposed contract or transaction, the declaration of interest shall be made at or prior to the meeting of the Board of Directors at which the question of entering into the proposed contract or transaction is first taken into consideration, or if the Director or Director's spouse is not at the date of that meeting interested in the proposed contract or transaction at the next meeting of the Board of Directors held after the Director or Director's spouse becomes interested. In the case of an existing contract or transaction the declaration shall be made at the first meeting of the Board of Directors after the Director takes office the interest comes into being. After making such a declaration no Director shall vote on such a contract or transaction nor shall he/she be counted in quorum in respect to such contract or transaction. If a Director has made a declaration of an interest in a contract or transaction in compliance with this clause the Director is not accountable to the Organization for any profit realized from this contract or transaction. If a Director fails to make a declaration of interest in a contract or transaction in compliance with this clause, the Director shall account to and reimburse the Organization for all profit realized, directly or indirectly, from such contract or transaction. 4.14     LIMITATION ON PERSONAL LIABILITY OF DIRECTORS A Director of the Organization shall not be personally liable for monetary damages, as such, for any action taken, or any failure to take any action, unless:          a)   the Director has breached or failed to perform the duties of his/her office under Clause 4.5 and,          b)   the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness. 4.14.1     EXCEPTION OF LIMITATION ON PERSONAL LIABILITY FOR DIRECTORS AND OFFICERS The provisions of Clause 4.5 shall not apply to:          a)   the responsibility or liability of a Director or officer pursuant to any criminal statute; or          b)   the liability of a Director or officer for the payment of taxes pursuant to local state or federal law.  Back | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | 16 | 17 | 18 | 19 | 20 | 21 | 22 | 23 | 24 | 25 | Next