The draft proposals which Doug and Dick have circulated appear to limit a finding of a pervasive and continuing conflict requiring disqualification only to Board members or candidates who may have ownership, investment, or employment interests in competing businesses.  Both drafts deal with family member’s interests as only potential conflicts and only address recusal remedies, not disqualification.  I agree that generally, the difference between board members/candidates as compared to family members will likely justify the different treatment which Doug and Dick are proposing, particularly where a family member may only have an employment interest rather than a material ownership interest. 

But given some of the comments in our earlier discussions, I could foresee situations where the spouse or other close family member of a Board member or candidate might have such a significant ownership or other interest in a competing business as to support a determination that there is a pervasive and continuing conflict which cannot be handled by recusal, and which requires disqualification.  I wonder if we should consider changing the By-Laws to provide that the Ethics and Election Committee (subject to review by the full Board as currently provided) shall have discretion to determine whether a family member’s ownership, investment, or employment interest in a competing business is a potential conflict that can be handled by recusal or other less drastic remedies, or whether the family member’s interest creates a pervasive and continuing conflict requiring disqualification.  This would give E&E and the Board the option of more remedies to apply, including disqualification, depending on the facts and circumstances of the particular case.

Bright line rules are often attractive, but can sometimes create difficulties in applying to particular cases , as we are painfully aware.

Cliff K0CA