WHEREAS Article IV, Section 7 of the Corporate Bylaws empowers the Board
of Directors to adopt Policies not in conflict with the Restated
Articles of Incorporation (“Articles”) or the Corporate Bylaws
(“Bylaws”).
NOW, THEREFORE, BE IT RESOLVED that the Board of Directors (“Board” or
“Directors”) of the Recreation Centers of Sun City, Inc. (“RCSC” or
“Corporation”) in an effort to maintain and carry out its fiduciary
responsibility to its Members, adopts the following Board Policy (“BP”
or “Policies”) on April 24, 2008.
NOW, THEREFORE, BE IT RESOLVED that 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.
NOW, THEREFORE, BE IT RESOLVED that the Restated Articles of
Incorporation and the Corporate Bylaws shall take precedence over Board
Policies and that the following Board Policy on Conflict of Interest
shall provide instruction, direction and guidelines regarding such and
shall remain in effect until such time it is amended or removed by the
Board.
Directors, Management and personnel of the Recreation Centers of Sun
City, Inc. shall disclose in writing to the Board of
Directors and Management 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 other Corporate 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 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 Management 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
Director.
All prospective Board candidate(s) must sign the Conflict of Interest
FORM BP:1
before being accepted as a candidate for the Board of Directors.
RECREATION CENTERS OF SUN CITY, INC.
BOARD
OF DIRECTORS
CONFLICT OF INTEREST DECLARATION
1. Do
you have any legal, financial, or business relationship, other than
ownership of stock, bonds, or participation in the retirement/pension
plan of a publicly traded company, with any individual or company or
political entity which is doing business with or seeking to do business
with Recreation Centers of Sun City, Inc.?
□ Yes
□ No
□
Self
□ Other
If “yes”, please explain in detail the nature of the relationships
____________________________________________________________________
____________________________________________________________________
2. During
the past year, have you or any member of your immediate family received
any gifts, gratuity, or travel from any person or entity doing
business with or seeking to do business with Recreation Centers of Sun
City, Inc. or the Sun City Foundation?
□
Yes
□
No
If “yes”, specify what was received, the approximate date, the
name of the entity from
which received, and why it was accepted.
_____________________________________________________________________
_____________________________________________________________________
3. Do
you have any relationship with any individual or entity that you believe
may pose a potential conflict of interest or create the appearance of a
conflict of interest?
□
Yes
□ No
If you do, do you wish to request a legal opinion as to whether a
conflict exists?
□
Yes
□ No
4. Do you have any relationship with any individual, group or other
entity that creates a conflict of interest or creates the appearance of
a conflict of interest?
□ Yes □ No
If you do, do you wish to request a legal opinion as to whether a
conflict exists?
□ Yes □ No
Signature: _________________________________________
Printed Name: _____________________________________
Date: ____________________________________________
FORM BP:1
BOARD
POLICY RESOLUTION INDEX
