The College’s bylaws prescribe those circumstances which would be construed as real or potential conflicts of interest, and establish an affirmative duty on the part of Trustees to disclose when such circumstances occur. Specifically, Section 9.1 of the bylaws provides:
“A Trustee shall be considered to have a conflict of interest if (a) such Trustee has existing or potential financial or other interests which impair or might reasonably impair such member’s independent, unbiased judgment in the discharge of his or her responsibilities to the College, or (b) such Trustee is aware that a member of his or her family (which for purposes of the paragraph shall be a spouse, parents, sibling, and any other relative if the latter resides in the same household as the Trustee), or any organization in which such Trustee (or a member of his or her family) is an officer, director, employee, member, partner, trustee or controlling stockholder, has such existing or potential financial or other interests. All Trustees shall disclose to the Board any possible conflict of interest at the earliest practicable time. No Trustee shall vote on any matter, under consideration at a Board or committee meeting in which such Trustee has a conflict of interest. Each Trustee shall execute an annual statement regarding the existence or non-existence of any conflict of interest.”
In addition, the Board adheres to conflicts of interest guidelines that recognize the fiduciary relationship to the College that Trustees hold and seeks to endure that they act prudently to insure that all transactions further the goals of Morehouse College and not reflect their personal interests. The guidelines provide that a conflict of interest (including potential conflicts of interest) occurs whenever a Trustee or a member of his or her family or related person, either (i) has an existing or potential financial or other material interest which impairs of might appear to impair the individual's independence and objectivity of judgment in the discharge of responsibilities to the College or (ii) may receive a financial or other material benefit from knowledge of information confidential to the College. Trustees have a duty to disclose any conflicts, or potential conflicts, and may not vote or participate in the deliberation of the matter; use his or her personal influence, directly or indirectly, in the matter; or be counted in determining the existence of a quorum for purposes of any action of the Board of Trustees or the committee.
Upon joining the Board, new Trustees receive an orientation that includes notification of the conflict of interest policy. Thereafter, annually, the Trustees complete a conflict of interest questionnaire reporting any “conflict of interest, including potential conflicts of interest, [which may] occur whenever a Trustee or a member of his or her family or related person, either (i) has an existing or potential financial or other material interest which impairs of might appear to impair the individual's independence and objectivity of judgment in the discharge of responsibilities to the College, or (ii) may receive a financial or other material benefit from knowledge of information confidential to the College.” These disclosures forms are maintained in the Office of the General Counsel.
The bylaw provisions and conflict policies work to protect the integrity of the institution by ensuring that Trustees are free from inappropriate influence and avoid even the appearance of a conflict as they carry out their duties.