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406 Director Conflict of Interest

Each director shall recognize his or her capacity as a person occupying a place of trust and should not create a position in which self interest conflicts with any duty the director owes to the Cooperative and its membership.  No director shall be permitted to make a profit from any self-dealing transaction, whether individually or acting as an agent, without affirmatively fully disclosing the same and engaging in arms length fair dealing with the Cooperative.

Any director who actually or potentially is involved with a self-dealing matter, shall make full disclosure of the interest, shall not vote on the matter, and shall leave the board room during the discussion of the matter unless requested to stay in the board room during discussion.  Such director shall not vote upon such matter and shall not be counted as a part of the quorum for the vote on the matter.  The minutes of the meeting shall reflect that a disclosure was made and that the director having a conflict of interest did not participate in the discussion and abstained from voting.