Bylaw XI

Conflict of Interest

1.       The board is appointed/ elected to serve the school and its constituencies. The men and women who accept this position are expected to carry out their duties in a manner which is consistent at all times with the best interests of the school. The board has the ultimate responsibility for the institution, holding in trust the school’s future as well as its present.

2.       The board members shall exercise the utmost good faith in all transactions touching upon their duties to the school and its property. In their dealings with and on behalf of the organization, they are held to a strict rule of honest and fair dealing between themselves and the organization. They shall not use their positions as board members, or knowledge gained therefrom, so that a conflict might arise between the school’s interest and that of any individual board member.

3.       A board member shall not vote or debate on any matter in which the board member has a direct or indirect interest. The board may approve a transaction in which a board member has an interest if the material facts of the transaction and the board member’s interest are disclosed and if the board members approving the transaction in good faith reasonably believe that the transaction is fair to the school.

4.       A conflict of interest exists where a board member of the school participates in the decision to authorize others to enter into a business transaction on behalf of the school which may, directly or indirectly, materially benefit the board member. In the event the board or any committee or any executive officer of the school must consider or act upon a transaction on behalf of the school which involves a member of the board or a member of his or her family, or an organization with which a member of the board is affiliated, the board member shall fully disclose to the head of school and the chair of the board the precise nature of the interest or involvement before any action affecting the particular matter is taken.

5.       Each member of the board and committee member shall sign a conflict of interest statement/ pledge of secrecy statement upon joining the board or committee. The content of such statement shall be as follows: 

I have read the Frankfurt International School’s Conflict of Interest Bylaw XI.5. I agree that if any matter comes before the board of trustees, or any committee of which I am a member, that potentially gives rise to a material conflict of interest on my part, I will immediately so notify the board of trustees, and I will refrain from participating in any deliberations or decisions regarding such matters unless and until the board of trustees authorizes me to do so.

I understand and acknowledge that in connection with my membership of the Frankfurt International School’s board of trustees I will be receiving certain financial, personnel and other information concerning the association and its affairs which are of a confidential nature (“Confidential Information”).

As used herein, the term “Confidential Information” shall include all information which is:

• • marked or identified as confidential;

  • the subject of executive sessions of the board; or

  • of such a nature as may reasonably be deemed confidential.

I understand that the confidential information shall be kept secret and confidential and shall not be disclosed to any person in any matter whatsoever without the written consent of the chair of the board of trustees.

I understand that failure to uphold this pledge may result in removal from office or from committee membership by majority vote of the board.

Board committee members who fail to uphold this pledge may be removed by the committee chair.