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A business nonprofit organization sent out an RFP for professional services. The RFP was sent out 2x to the org's members. It received 2 bids (one bidder is a friend of mine). The Chair sent out the proposals to the board for review & scheduled a meeting with the bidders. 3 out of 5 boardmembers were present at mtg. A vote was taken & 3 voted to award to my friend. The other 2 didn't vote. The Chair called my friend & told him that he is being awarded the contract & the deposit check will be mailed. Days later, the other 2 boardmembers (1 of them is a lawyer) are opposing the decision of the majority & demanded reopening the RFP. One reason given is that my friend used to be a boardmember (more than 1 yr ago). Bylaws state contracts can be awarded to members with approval of the board=51%.The bylaws state that contracts can be awarded with 51% (majority). My friend received a call from the Chair stating that they are not awarding him due to the opposition from 2 out 5 boardmembers. Does my friend being on the board over a year ago constitute conflict of interest? Is the call from the Chair a binding agreement even though the signed contract or the deposit has not yet been received?