A conflict of interest exists when a director, or a member of a director’s immediate family,
maintains a substantial personal or business interest which conflicts with the interests of CCHS.
Any director having an interest in a contract or other transaction presented to the directors for
authorization, approval, or ratification shall give prompt, full, and frank disclosure of his or her
interest to the board of directors prior to its action on such contract or transaction. The board
shall determine, by secret ballot majority, whether the disclosure shows that a conflict of interest
exists or can reasonably be construed to exist.
If a conflict is deemed to exist, such person shall not vote on, nor use his or her personal
influence, nor participate in the discussions or deliberations with respect to such contract or
transaction other than to present factual information or to respond to questions. Such person may
not be counted in determining the existence of a quorum at any meeting where the contract or
transaction is under discussion or is being voted upon. The minutes of the meeting shall reflect
the disclosure made, the vote thereon and, where applicable, the abstention from voting and
participation and whether a quorum was present.
This policy does not prohibit CCHS from entering into a contract or transaction with a director
when the desired goods or services can best be obtained through such transaction. Such
transaction could take place provided that documented bids show that the price, quality, and
service offered is the best available from bidders and provided that the director abstain from
voting on, or unduly influencing, the approval of such transaction.
Adopted: November 9, 2011