Know Your Club Constitution, By-Laws and Policies

Q: Does the Rotary Club of Manila have a Conflicts of Interest Policy for general officers?

“2.1.5.3.3 Conflicts of Interest The RCM Board has adopted a “Conflicts of Interest Policy” for general officers as follows: 2.1.5.3.1 Statement of Policy No member of the Board of Directors of RCM shall use his or her position, or the knowledge gained therefrom, in such a manner that a conflict between the interest of RCM and his or her personal interest arises. Each Board member has a duty to place the interest of RCM foremost in any dealings with the organization and has a continuing responsibility to comply with the requirements of this policy. The conduct of personal business between a member of the Board and RCM is prohibited. If a Board member has an interest in a proposed transaction with RCM in the form of any personal financial interest in the transaction or in any organization involved in the transaction, or holds a position of trustee, director, or officer in any such organization, he or she must make full disclosure of such interest before any discussion or negotiation of such transaction. Any member of the Board who is aware of a potential conflict of interest with respect to any matter coming before the Board or a committee shall not be present for any discussion of or vote in connection with the matter.”

A: Yes, the club has such a policy. The following items in the Code of Policies are authoritative:

Q: Is disclosure of conflict of interest necessary?

A: Yes, disclosure is of the essence. The Code of Policies provide the following:

“2.1.5.3.2 Disclosure To implement this policy, Board members of RCM will make full disclosure of all potential conflicts of interest prior to any relevant Board or Committee action.”