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<br />7.2 Conflicts ofInterest. (a) Except as provided in subsection (c), a Director or officer is <br /> <br />prohibited from participating in a vote, decision, or award of a contract involving a <br /> <br /> <br />business entity or real property in which the Director or the officer has a substantial <br /> <br /> <br />interest, if it is foreseeable that the business entity or real property will be economically <br /> <br /> <br />benefitted by the action. A person has a substantial interest in a business (i) if his or her <br /> <br /> <br />ownership interest is ten percent or more of the voting stock or shares of the business <br /> <br /> <br />entity or ownership of $15,000 or more of the fair market value of the business entity, or <br /> <br /> <br />(ii) if the business entity provides more than ten percent of the person's gross income. A <br /> <br /> <br />person has a substantial interest in real property if the interest is an equitable of legal <br /> <br /> <br />ownership with a fair market value of $2,500 or more. An interest of a person related in <br /> <br /> <br />the first degree by affinity (marriage relationship) or consanguinity (blood relationship) <br /> <br /> <br />to a Director or officer is considered a substantial interest. <br /> <br />(b) If a Director or a person related to a Director in the first degree by affinity or the <br /> <br /> <br />first degree by consanguinity has a substantial interest in a business entity or real property <br /> <br /> <br />that would be pecuniarily affected by any official action taken by the Board, such <br /> <br /> <br />Director, before a vote or decision on the matter, shall file an affidavit stating the nature <br /> <br /> <br />and extent ofthe interest. The affidavit shall be filed with the Secretary of the Board. <br /> <br />(c) A Director who has a substantial interest in a business entity that will receive a <br /> <br /> <br />pecuniary benefit from an action of the Board may vote on that action if a majority of the <br /> <br /> <br />Board has a similar interest in the same action or if all other similar business entities in <br /> <br /> <br />the Corporation will receive a similar pecuniary benefit. <br /> <br />l669\02\Draft Bylaws <br /> <br />21 <br />