Board Meeting Memorandum 09/10/2003 ‎(B)‎

• Board Meeting Date: 9/10/2003
• Description: Non Reimbursable Projects Tamarisk Coalition, Infested Acres Inventory
• Board Meetings - Doc Type: Meeting

(a) The material facts as to the director's relationship or interest and as •
to the conflicting interest transaction are disclosed or are known to the Board
of Directors or the committee, and the Board of Directors or committee in
good faith authorizes, approves, or ratifies the conflicting interest transaction
by the affirmative vote of a majority of the disinterested directors, even
though the disinterested directors are less than a quorum; or
(b) The material facts as to the director's relationship or interest and as
to the conflicting interest transaction are disclosed or are known to the
members entitled to vote thereon, and the conflicting interest transaction is
specifically authorized, approved, or ratified in good faith by a vote of the
members entitled to vote thereon; or
(c) The conflicting interest transaction is fair as to the nonprofit
corporation.
9.4.4 Common or interested directors may be counted in determining presence of
a quorum at a meeting of the Board of Directors or of a committee which
authorizes, approves, or ratifies the conflicting interest transaction.
10. POLICY
10.1 TC is committed to a policy of fair representation, and will not discriminate on the
basis of race, color, religion, sex, national origin, disability, age, political belief,
marital or family status, sexual orientation, or geography.
10.2 TC shall not endorse any commercial interest, nor shall the name of TC or the
names of any of its officers in their official capacities be used in connection with any
commercial concern.
10.3 TC shall not endorse any candidate for public office, nor shall the name of TC or the
names of any of its officers in their official capacities be used in connection with any
political campaign or interests.
11. LIABILITY.
11.1 To the Corporation. A director or officer is not liable as such to TC or its members
for any action taken, or omitted to be taken, as a director or officer, as the case may
be, if, in connection with such action or omission, the director or officer performed
the duties of the position in good faith, with the care an ordinarily prudent person in
a like position would exercise under similar circumstances, and in a manner the
director or officer reasonably believes to be in the best interests of TC. •
File: TC Bylaws, April 16, 2002.wpd 11