From version 9.1
edited by Patrick Masson
on 2019.01.22 at 06:16:19 PST
To version 10.1
edited by Patrick Masson
on 2019.01.22 at 12:27:56 PST
Change comment: Added, "the majority of disinterested members of the Board attending the meeting of the Board then in office may approve the Transaction" per counsel and president's comments.

Summary

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... ... @@ -48,7 +48,7 @@
48 48  
49 49  The Board may ask questions of and receive presentation(s) from the Covered Person(s) and any other relevant person(s), but shall deliberate and vote on the Transaction in their absence. The Board shall ascertain that all material facts regarding the Transaction and the Covered Person’s Conflict of Interest have been disclosed to the Board and shall compile appropriate data, such as comparability studies, to determine fair terms for the Transaction.
50 50  
51 -After exercising due diligence, which may include investigating alternatives that present no Conflict of Interest, the Board shall determine whether the Transaction is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable to the Organization; the majority of disinterested members of the Board then in office and participating in a quorate vote may approve the Transaction.
51 +After exercising due diligence, which may include investigating alternatives that present no Conflict of Interest, the Board shall determine whether the Transaction is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable to the Organization; the majority of disinterested members of the Board attending the meeting of the Board then in office may approve the Transaction.
52 52  
53 53  **Article V: Records of Proceedings**
54 54  

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