ARTICLE XIII
TRANSACTIONS
WITH RELATED PARTIES
AND CONFLICT OF INTEREST
Except as prohibited by law, the association may enter into contracts or transact business with any person, corporation, association, trust, company, organization, or entity with which a director or officer may be a director, officer, trustee, shareholder, beneficiary, stockholder, contractor, creditor, or otherwise interested, provided such interest or association shall be fully disclosed, as provided hereinafter.
At any meeting of the board of directors of the association or duly authorized committee thereof, which shall authorize or ratify any contract or transaction, any director or directors, officer or officers, may vote or act with full force and effect as if they had no adverse interest, though not necessarily the extent or details thereof, shall be fully disclosed and shall have been fully known to the board of directors or a majority thereof. A general notice to the full board of directors that a director or officer is associated with or has an interest in or is a creditor of an identified person, corporation, association, trust, company, organization, or other entity shall require full and complete disclosure of all pertinent aspects of the relationship with respect to all contracts and transactions with such person, corporation, association, trust, company, organization, or other entity.
In the absence of fraud, no such contract or transaction shall be invalidated or affected by the fact that such director or directors, officer or officers may have an interest which might be adverse to the interest of the association, even though the vote or action of the director of officer having an adverse interest may have been necessary to obligate the association upon such contract or transaction.
No person shall be disqualified from being an officer or director of the association by reason of any such adverse action.
In the absence of fraud or misrepresentation, no director or officer having an adverse interest shall be liable to the foundation or any member or creditor thereof, or to any person, for any loss incurred by reason of such contract or transaction, or accountable for any gains or profits realized thereby.
Notwithstanding any other provision herein to the contrary, no director of officer shall enter into any contract or transact business with the association which would be inconsistent with the non-profit nature of the association; provided however, nothing herein shall prevent any such director or officer from receiving full and fair compensation for any service rendered or property given and made available to the association.
If this association shall be deemed to be a private association as defined by the Internal Revenue Code of 1954 as amended, then notwithstanding any other provision herein to the contrary, the association shall not engage in any act of self-dealing, as defined by section 4941 (d) of the Internal Revenue Code or any amendment.