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Who informs a Board member of a private corp. when there is a conflict of interests?

Moses Lake, WA |

Does thePresident of the Board inform the Board member or does the Board inform that member of a conflict of interest?

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Attorney answers 1


I would imagine that any director or officer of a corporation who becomes aware of a conflict of interest on a Board has a fiduciary duty to inform the entire board by default. The by-laws, which often address conflicts or potential conflicts, may also have some procedures to deal with these kinds of situations, like a standing committee.

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