Title
Annual Review of Conflicts of Interest Certification and Disclosure Forms from Directors - A Hagen
Other Info
Submitted By: Aisha Hagen
Department: Legal Services
Financial Impact and Cost/Benefit Considerations: N/A
Discussion
Annually, the Cooperative’s Directors complete a Conflict of Interest Certification and Disclosure Form to be recorded in the minutes of the Cooperative.
• Conflict of Interest Policy - Board of Directors, ARTICLE 4, Procedure Responsibilities, Section 4.4: Each Official must annually complete and sign the Conflict of Interest Certification and Disclosure Form attached to [the Conflict of Interest] Policy, and deliver the completed and signed Form to the Board President or the CEO.
• Conflict of Interest Policy - Board of Directors, ARTICLE 4, Procedure Responsibilities, Section 4.2: The Cooperative’s General Counsel or its designee must annually . . . review [the Conflict of Interest] Policy with all Officials.
In June 2024, after the annual meeting, in accordance with the Election Policy and Procedures, in addition to completing the conflict of interest certifications, the directors also affirmed the Directors’ Code of Conduct and completed the director affirmation outlining PEC’s Bylaws and other requirements, each of which are also included in the materials.
• Directors’ Code of Conduct, ARTICLE VIII, Policy Implementation and Responsibility, Section 1: All Directors and candidates, nominees, or appointees to the Board shall receive a copy of [the] Code and attest to having received and understanding it by executing the . . . [Code of Conduct] Affirmation and returning it to the Recording Secretary of the Board.
• Director Affirmation. Among other certifications included in the Director Affirmation, directors affirm the following: 6. I meet all of the director qualifications set forth in Article III, Section 2 of the Bylaws, and I am not disqualified from serving as a director for any reason. While I am serving as a director, I must continue to meet all of the director qualifications set forth in Article III, Section 2. If at any time hereafter I no longer meet any of those director qualifications, I agree to promptly report such to the Board of Directors.