Article XII: Conflict of Interest
A conflict of interest occurs when any Governor has existing or potential interests that compete or could compete with the interests of the University, or which impair or might reasonably impair such Governor's independent, unbiased judgment in the discharge of his/her responsibilities.
Section 2. Prohibited Acts
A Governor shall refrain from taking any action relating to the University of any nature whatsoever prohibited by Mo. Rev. Stat. § 105.450, et seq., (1991), commonly called the "Conflicts of Interest Statutes of 1991", or prohibited by the Bylaws or by policy resolutions enacted by the Board, or when the Governor has a conflict of interest created by his/her direct or indirect financial property, business, political, family, associates or other personal interest, to wit:
- Business, Financial or Property Interests
A Governor shall avoid entering into or maintaining any business or financial interests, transactions, acquisition or sale of property interests which are or may be in conflict with those of the University; or,
- Disclosing Confidential Information
A Governor shall refrain from using confidential information obtained as a Governor in any manner with intent to result in financial gain for himself or any other person, or any business with which he is associated; or
A Governor shall avoid any interest, direct or indirect, in any contract for the purchase of land, buildings, supplies or services for the University; or,
A Governor shall not accept gifts or benefits from any person holding contracts for supplies or services to the University, or from any bidder on contracts for such services or supplies. However, this provision shall not apply to acceptance of gifts, benefits, gratuities, amenities, or favors based on obvious family, friendship, or personal relationships where the circumstances make it clear that it is those relationships rather than the business of the University, which are the motivating factors; or
- Family or Associates Relationships
A Governor shall avoid all appearances of impropriety in all actions, and particularly should not allow conduct, or judgments or actions to be influenced by family or associates relationships. The term "family" is defined as spouse, parents, grandparents, siblings, children, aunts and uncles or others living in the Governor's household. The term "associates" is defined as any organization, corporation, partnership, or joint venture in which the Governor is an officer, director, employee, member, partner, trustee, controlling stockholder or consultant; or
- Political Considerations
The Board of Governors is not a political forum. Therefore, a Governor shall avoid any action in connection with University affairs which might reasonably be perceived as an attempt to advance or enhance any political party, political cause, or political aspirations of any person. If any conflict exists between the statute and these Bylaws, or policy resolutions of the Board, the statute shall be controlling.
Section 3. Disclosure
- Duty to Disclose; Timing
Whenever any conflict of interest appears to exist after taking oath of office, the Governor shall immediately fully disclose that conflict to the Board and to the President of the University. In no event shall such disclosure be delayed longer than seventy two (72) hours prior to consideration of the matter by the Board.
- Uncertainty as to Conflict
Any Governor who is uncertain whether a conflict of interest may exist in any matter, whether such conflict is his own or that of another, may request the disinterested members of the Board who are present to resolve the issues of whether the conflict exists and is material to the particular matter being considered, by unanimous vote, with the affected member abstaining from voting.
- Procedures for Disclosure
The following procedures shall be observed in resolving all disclosures:
- The interested member shall disclose any significant facts within his or her knowledge which indicate that the matter might adversely affect the University; then briefly state his or her position on the particular matter and answer pertinent questions; and shall refrain from exerting in any manner, his or her personal influence over the decision of such matter; and, if requested by the Chair of the Board, the interested member shall be absent from all discussions, recommendations, determinations and decisions concerning the particular matter; and, the Board and/or committee shall take no action on the matter unless and until a quorum of disinterested members is present; and, the interested member shall not vote on the particular matter.
- The interested member may voluntarily recuse himself or herself from Board deliberations or actions if the member believes that a duality or conflict of interest exists with respect to any such deliberations or actions. Any such voluntary refusal shall not release the member from making full disclosure.