Who Are Disinterested Members of An Organizations Board?
Persons who do not have a conflict of interest in a particular transaction are “disinterested.” Persons who are not part of or do not benefit from the financial transaction and are not family members of those who are part of or who benefit from the financial transaction generally do not have a conflict of interest. A person who is a “disqualified person” to the organization generally (i.e., a person who could exert substantial influence over the organization) may be “disinterested” in a particular transaction. Thus, only Board members who do not have a conflict of interest in a particular transaction should review, consider and approve the transaction (and the organization’s minutes should describe any person who “recused” themselves from considering a particular transaction). If state law permits, a committee of the board may act for the whole Board, or the Board may appoint a committee of disinterested persons to act on its behalf (those persons may become subject to the “organizatio
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- Who Are Disinterested Members of An Organizations Board?