III. Fiduciary Responsibilities
Members of the Board of Directors and officers of the Foundation serve the
public trust and have a clear obligation to fulfill their responsibilities
in a manner consistent with this fact. All decisions of the Board and officers
are to be made solely on the basis of a desire to promote the best interests of
East Tennessee State University, the ETSU Foundation and the public good and trust.
The integrity of the Foundation and East Tennessee State University must be
protected and advanced at all times and in every decision and action undertaken.
People of substance inevitably are involved in the affairs of other institutions
and organizations. An effective board cannot consist of individuals entirely free
from at least perceived conflicts of interest. Although most such potential conflicts
are and will be deemed to be inconsequential, it is each person’s solemn responsibility
to ensure that the Board is made aware of situations that involve personal, familial
or business relationships that may be questionable for the ETSU Foundation or East
Tennessee State University. Thus, the Board requires each Board member and officer
annually (1) to review this policy; (2) to disclose any possible personal, familial or
business relationships that reasonably could give rise to a conflict of interest
involving the ETSU Foundation or East Tennessee State University; and (3) to acknowledge
that he or she is in accordance with the letter and spirit of this policy.
IV. Disclosure
All Board members and officers are requested to disclose only those substantive and
business relationships that they maintain (or members of their families maintain) with
organizations that do business with the Foundation, East Tennessee State University or
any related or affiliated organization, or which otherwise could be construed to potentially
affect their independent, unbiased judgment in light of their decision-making authorities
or responsibilities. Any uncertainties as to the appropriateness of listing a particular
relationship may be resolved by consultation with the Executive Vice President of the
Foundation, who in turn may consult with legal counsel, the Executive Committee or the
Board of Directors in executive session.
Information disclosed or provided by any person pursuant to this policy shall be held in
confidence except when, after consultation with that person, the best interests of the ETSU
Foundation or East Tennessee State University would be served by disclosure.
The following definitions are provided to assist Board members and officers in determining
whether to disclose a particular relationship:
Substantive Relationship - One in which a Board member, officer or family member, or an
organization with which the Board member, officer or family member benefits directly,
indirectly or potentially from cash or property receipts.
Business Relationship - One in which a Board member, officer, family member is an officer,
director, employee, partner, trustee, controlling stockholder or the actual or beneficial
owner of more than 5 percent of the voting interest of an organization, or serves in similar
capacities with non-profit organizations, including other universities and colleges.
Family Member - A spouse, parents, siblings, children or any other relative of a Board
member or officer if the latter resides in the same household as the Board member of officer.
