[ga] Re: [ncdnhc-discuss] Re: Re[2]: PROPOSED RESOLUTION #2: NEUTRALITY OF STAFF A...

[Jeff Williams <jwkckid1@ix.netcom.com>]

Kathy and all,

  Yes Kathy you are quite right.  I had already read the complete
section that Kent seemingly deliberately selectively abbreviated
in his response to evidently improperly support his and Dave
Crockers contention/position.  Of course we have seen this
sort of "Tag Teaming" approach from Kent and Dave before,
haven't we.

  Be all this as it may, it is clear in the remaining section
in question here, it is obvious that it is written is such
language as to provide for self denial of COI in and of itself,
as odd as that reads/sounds.  >;)  Sort of self negating,
I would say.  How about you Kathy?  There is NO
neutrality in this section in it's entire language, and therefore
the proposed resolution being offered is not only valid
but also necessary...

KathrynKL@aol.com wrote:

>   But kent, read the rest of the section (as well as the rest of the
> policy).
> All of the details of implementation and follow-through apply only to
> Officers and Directors.
>
> Section 7 Proposed Transactions and Arrangements
> > 7.1 Scope. This section applies to any proposed transaction,
> contract, or
> > arrangement in which a Director, Officer, or Interested Person has a
>
> > material financial interest.
>
> 7.2 Duty to Disclose. In connection with any actual or possible
> conflicts of
> interest,
> > an Interested Director or Interested Officer must disclose the
> existence and
> > nature of his of her material financial interest to the Conflicts
> Committee
> > prior to the consideration of the proposed transaction, contract, or
>
> > arrangement by the Board or any Committee of the Board.
>
> 7.3 Determining Whether a Conflict of Interest Exists. After
> disclosure of
> the
> > financial interest, the disinterested members of the Conflicts
> Committee
> > shall determine whether a conflict of interest exists. Neither the
> Board
> > nor any Committee of the Board shall vote upon any proposed
> transaction,
> > contract, or arrangement in connection with which an actual or
> possible
> > conflict of interest has been disclosed by an Interested Director
> until
> > such time as the Conflicts Committee has addressed the actual or
> possible
> > conflict of interest. For matters pending before the full Board of
> > Directors, a referral to the Conflicts Committee will not be
> required where
> > the Interested Director fully discloses to the Board his or her
> financial
> > interest and abstains from participation in the Board's
> consideration of
> > the proposed transaction, contract, or arrangement.
>
> 7.4 Procedures for Addressing a Conflict of Interest
> >
> > >> 7.4.1 Where a matter has been referred to the Conflicts Committee
> and the
> >> Conflicts Committee has concluded that a conflict of interest
> exists, the
> >> chairman of the Board or Committee of the Board shall, if
> appropriate,
> >> appoint a disinterested person or committee to investigate
> alternatives to
> >> the proposed transaction, contract, or arrangement.
>
> 7.4.2 After exercising due diligence, the Board or Committee shall
> determine
> > >> whether the Corporation can obtain a more advantageous
> transaction,
> >> contract, or arrangement with reasonable efforts from a person or
> entity
> >> that would not give rise to a conflict of interest.
>
> 7.4.3 If a more advantageous transaction, contract, or other
> arrangement is
> not
> > >> reasonably attainable under circumstances that would not give
> rise to a
> >> conflict of interest, the Board or Committee shall determine by a
> majority
> >> vote of the disinterested Directors whether the transaction,
> contract, or
> >> arrangement is in the Corporation's best interest and for its own
> benefit
> >> and whether it is fair and reasonable to the Corporation, and shall
> make
> >> its decision as to whether to enter into the transaction, contract,
> or
> >> arrangement in conformity with such determination.
> >
>
>
>
> >
> > Sorry, you are incorrect.
> >
> > Section 7 is the meat of the entire policy:
> >
> >   7. Procedures in Connection with Proposed Transactions and
> Arrangements
> >
> >   7.1 Scope.  This section applies to any proposed transaction,
> >   contract, or arrangement in which a Director, Officer, or
> Interested
> >   Person has a material financial interest.
> >

Regards,
--
Jeffrey A. Williams
Spokesman for INEGroup - (Over 127k members/stakeholders strong!)
CEO/DIR. Internet Network Eng/SR. Java/CORBA Development Eng.
Information Network Eng. Group. INEG. INC.
E-Mail jwkckid1@ix.netcom.com
Contact Number: 214-244-4827 or 972-244-3801
Address: 5 East Kirkwood Blvd. Grapevine Texas 75208


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