WHEREAS Article IV, Section 7 of the Corporate Bylaws empowers the Board of Directors (“Board” or “Directors”) of the Recreation Centers of Sun City, Inc. (“RCSC” or “Corporation”) to adopt Policies (“BP” or “Policies”) not in conflict with the Restated Articles of Incorporation (“Articles”) or the Corporate Bylaws (“Bylaws”).
WHEREAS to minimize inconsistencies, misunderstandings and misinterpretations inherent in verbal instructions, rules and regulations, the Board of Directors has established Board Policies in written form. Such Policies shall be titled, numbered and indexed for easy reference and use.
WHEREAS the Restated Articles of Incorporation and the Corporate Bylaws shall take precedence over Board Policies and that the following Board Policy on Board Meetings and Member Exchanges shall provide instruction, direction and guidelines regarding such and shall remain in effect until such time it is amended or removed by the Board.
NOW, THEREFORE BE IT RESOLVED the Corporation shall adhere to the following policy regarding Conflict of Interest:
RCSC’s Board of Directors, Management and any and all other RCSC personnel shall disclose in writing to the Board of Directors and the General Manager any material interest or relationship on their part which is or may be considered a conflict of interest. A conflict of interest is a situation in which someone in a position of trust, such as a Director, Manager, Supervisor or any and all other RCSC personnel, has competing professional or personal interests. Such competing interests can make it difficult to fulfill his/her duties impartially. A conflict of interest exists even if no unethical or improper act results from it. A conflict of interest can create an appearance of impropriety that can undermine confidence in that person and the organization and must be avoided.
The Board and Management serve RCSC in a fiduciary capacity calling for their undivided loyalty to the Recreation Centers of Sun City, Inc. The Board and all RCSC personnel must, therefore, avoid any direct or indirect participation in activities, which could result in personal or family benefit that could be perceived as a conflict of interest. The Board and all RCSC personnel have to avoid, as must their family members, the acceptance of gifts or favors, which might be inferred as intended to influence the performance of their duties or in any way perceived as a conflict of interest. A conflict of interest also includes any situation in which an individual’s duty to one leads to the disregard of a duty to another.
In the event a RCSC Board of Director, Manager, Supervisor or staff member is unsure about whether or not a situation may be a conflict of interest, full disclosure of the situation is required.
All potential, possible or probable conflicts of interest shall be reported in writing to the Board of Directors and the General Manager for their review and resolve; such review shall be recorded along with the recommended compliance regarding such. The best way to handle conflicts of interest is to avoid them entirely.
Violation of this policy could provide grounds for removal as a Board of Director.
All prospective Board candidate(s) must sign the Conflict of Interest Form BP1 before being accepted as a candidate for the RCSC Board of Directors.
BE IT FURTHER RESOLVED that a copy of this resolution shall be posted on the RCSC website for members and shall be made available to members upon request at no cost.
Adopted and signed this 27th day of October, 2016 at a duly called Board meeting by a majority (5) of the Recreation Centers of Sun City, Inc. Board of Directors.
