University of Missouri System

Collected Rules and Regulations

Administration

Chapter 10: Board of Curators

10.090 Ethics and Conflict of Interest

Board Minutes 7-21-06

Each member of the University of Missouri Board of Curators (hereinafter "Board") has a fiduciary obligation and responsibility with respect to his or her service on the Board, which is ultimately responsible and accountable for governing the University pursuant to Article IX, Section 9(a) of the Missouri Constitution of 1945 and applicable statutes.  Each member of the Board is expected to serve the public trust and to exercise his or her duties and responsibilities solely in the interest of the public, the University and the Board and not in the member's own interest, the interest of his or her spouse or dependent child or children or in the interest of any business with which any of the foregoing are associated.

To implement the foregoing general principles, the Board has adopted the following:

1. Prohibited Transactions
1. No member of the Board shall vote on, attempt to influence the vote of other members of the Board or attempt to influence the decision of the University with regard to any matter under consideration by the Board or by the University in which said action will result in a material financial gain or personal gain for said Board member, his or her spouse or dependent child or children or any business with which any of the foregoing are associated.
2. No member of the Board shall act or refrain from acting, in connection with his or her duties and responsibilities as a member of the Board, by reason of the payment, offer to pay, promise to pay, or receipt of anything of actual pecuniary value by said Board member, by his or her spouse or dependent child or children or any business with which any of the foregoing are associated.
3. No member of the Board shall use in any manner whatsoever or disclose to others confidential information obtained in connection with his or her duties and responsibilities as a member of the Board with the intent to result in material financial gain or personal gain for said Board member, for his or her spouse or dependent child or children or any business with which any of the foregoing are associated.
4. Consistent with Section 320.115 of the Collected Rules and Regulations of the University of Missouri, no member of the Board shall be employed by the University, either full-time or part-time, during his or her service as a member of the Board or for two (2) years after the cessation of such service.  Further, no member of the Board shall enter into any contract to provide goods or services under contract with the University during his or her service as a member of the Board or for two (2) years after the cessation of such service; provided, however, that such prohibition shall not apply if the goods or services are donated to the University or if the contract is entered into in conformity with the University's rules and regulations pertaining to acquisition of goods or services, the University's competitive bidding processes, if applicable, and after compliance with all applicable conflict of interest statutes and policies.
5. Consistent with the provisions of Article VII, Section 6 of the Missouri Constitution of 1945, Section 172.310, RSMo 2000 and Section 320.040 of the Collected Rules and Regulations of the University of Missouri, no person who is related by blood or marriage to any member of the Board shall, during said Board member's service as a member of the Board, be appointed to any position in the University as officer, member of any faculty or employee.
    
2. Full Disclosure
1. Each member of the Board shall complete and shall submit annually to the Secretary of the Board on or before August 15 of each year, the University of Missouri Board of Curators' Conflict of Interest Disclosure Form, for the purpose of disclosing to the Board and to the public said Board member's financial interests and the financial interests of his or her spouse and dependent child and children, including the identity of any business with which any of the foregoing are associated.  Each member of the Board of Curators shall file with the Secretary of the Board of Curators a copy of the required filing which they make with the State of Missouri Ethics Commission entitled Personal Financial Disclosure Statement.  Additionally, all current members of the Board, as of August 15, 2006, and in the future new Board members, upon initial appointment to the Board of Curators, shall file with the Secretary of the Board of Curators a listing containing the name of the member's spouse, parents, siblings and children together with their current place of employment and the name of any business in which the person has an ownership interest in excess of ten percent.
2. If a member of the Board reasonably believes that he or she or another Board member has a conflict of interest, a potential conflict of interest or reasonably believes that the general public might perceive that a conflict of interest exists with regard to any matter that is under consideration by the Board, he or she shall report such conflict of interest, potential conflict of interest or perceived conflict of interest to the President of the Board at the earliest opportunity and, if possible, prior to any discussion, deliberation or vote by the Board on that matter.  Unless the member of the Board voluntarily agrees to abstain from all such discussions and voting on the matter, the President of the Board shall determine whether an actual or perceived conflict of interest exists and, if so, shall request that such member of the Board refrain from all such discussions and voting on the matter.  If the President of the Board is the Board member whose financial or personal interest is at issue, the Vice President of the Board shall determine whether an actual or perceived conflict of interest exists and, if so, shall request that the President of the Board refrain from all such discussions and voting on the matter.  In all cases the Board is the final authority on conflict of interest issues.  The Board member whose financial or personal interest is the subject of any vote shall not be eligible to vote thereon.
3. If a member of the Board becomes aware that the University is about to engage in a permitted transaction, as defined below, with the Board member, his or her spouse or dependent child or children or with any business with which any of the foregoing are associated, the Board member shall inform the other members of the Board at the earliest opportunity and, if possible, prior to the execution of the permitted transaction.  The disclosure required in this paragraph shall be required whether or not the Board is expected to be involved in discussing or approving the permitted transaction. 
    
3. Permitted Transactions
   1. Contingent upon compliance with the requirements of this Board Policy on Ethics and Conflict of Interest, it shall not be inappropriate for a Board member, his or her spouse or dependent child or children or for any business with which any of the foregoing are associated to enter into a contract with the University if the goods or services are donated to the University or if the contract is entered into in conformity with the University's rules and regulations pertaining to acquisition of goods or services, the University's competitive bidding processes, if applicable, and after compliance with all applicable conflict of interest statutes and policies. 
       
4. Definitions
   1. For purposes of interpreting and applying the provisions of this Board Policy on Ethics and Conflict of Interest, the phrase "business with which any of the foregoing are associated" shall include the following:
   2. Any sole proprietorship owned by the Board member, the Board member's spouse, or dependent child or children;
   3. Any partnership or joint venture in which the Board member, the Board member's spouse, or dependent child or children is/are a partner, other than as a limited partner of a limited partnership, and any corporation or limited partnership in which the Board member, the Board member's spouse, or dependent child or children is/are an officer or director or of which either the Board member, the Board member's spouse or dependent child or children, whether singularly or collectively, owns in excess of ten percent of the outstanding shares of any class of stock or partnership units; or
   4. Any trust in which the Board member is a trustee or settlor or in which the Board member, the Board member's spouse or dependent child or children, whether singularly or collectively, is a beneficiary or holder of a reversionary interest of ten percent or more of the corpus of the trust.
   5. For purposes of interpreting and applying the provisions of this Board Policy on Ethics and Conflict of Interest, the phrase "conflict of interest" shall mean any act, action or situation that could lead to a violation of any of the matters set forth above entitled "PROHIBITED TRANSACTIONS" and shall further include an existing or potential financial interest of the Board member, his or her spouse or dependent child or children, in any matter pending before the Board or under consideration by the University.
   6. For purposes of interpreting and applying the provisions of this Board Policy on Ethics and Conflict of Interest, the phrase "dependent child or children" or "dependent child or children in the Board member's custody" shall mean all children, stepchildren, foster children and wards under the age of eighteen residing in the Board member's household and who receive in excess of fifty percent of their support from the Board member.
   7. For purposes of interpreting and applying the provisions of this Board Policy on Ethics and Conflict of Interest, the phrase "material financial gain" shall mean a financial gain of more than a nominal amount and which is distinguishable from the anticipated realizable financial gain of the public at large.
       
5. Conflict of Interest Disclosure Form
   • Conflict of Interest Disclosure Form (PDF9 KB)
      
6. Family Disclosure Form
   • Family Disclosure Form (PDF 10 KB)