Rebooting for the Digital Age - Conference 2019

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Article X – Inurement and Conflict of Interest:

Section 1. No member of the PMI SCC shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the PMI SCC, except as otherwise provided in these bylaws.

Section 2. No officer, director, appointed committee member or authorized representative of the PMI SCC shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the PMI SCC of actual and reasonable expenses incurred by an officer, director, committee member or authorized representative regarding attendance at Board meetings and other approved activities.

Section 3. PMI SCC may engage in contracts or transactions with members, elected officers or directors of the Board, appointed committee members or authorized representatives of PMI SCC and any corporation, partnership, association or other organization in which one or more of PMI SCC’s directors, officers, appointed committee members or authorized representatives are: directors or officers, have a financial interest in, or are employed by the other organization, provided the following conditions are met:

    1. the facts regarding the relationship or interest as they relate to the contract or transaction are disclosed to the board of directors prior to commencement of any such contract or transaction;

    2. the board in good faith authorizes the contract or transaction by a majority vote of the directors who do not have an interest in the transaction or contract;

    3. the contract or transaction is fair to PMI SCC and complies with the laws and regulations of the applicable jurisdiction in which PMI SCC is incorporated or registered at the time the contract or transaction is authorized, approved or ratified by the board of directors.

Section 4. All officers, directors, appointed committee members and authorized representatives of the PMI SCC shall act in an independent manner consistent with their obligations to the PMI SCC and applicable law, regardless of any other affiliations, memberships, or positions.

Section 5. All officers, directors, appointed committee members and authorized representatives shall disclose any interest or affiliation they may have with any entity or individual with which the PMI SCC has entered, or may enter, into contracts, agreements or any other business transaction, and shall refrain from voting on, or influencing the consideration of, such matters.