1. It is the responsibility of the Board of
Directors to review Related Party Transactions and
approve, ratify, revise or reject them in accordance
with this policy. If a Related Party Transaction
appears to be in the Company's best interests, then
the policy provides a process to review and approve
or ratify it. Under this policy, a Related Party
Transaction will be approved or ratified if:
a. the Board of Directors expressly finds
that the terms of the transaction are comparable
to or more beneficial to the Company than those
that could be obtained in arm's length dealings
with an unrelated third party; or
b. the transaction is approved by the majority
of disinterested members of the Company's Board
of Directors.
2. Company management will be responsible for
determining whether a transaction meets the
requirements of a Related Party Transaction
requiring review including whether the Related Party
has a material interest based on a review of all
facts and circumstances. Upon determination by
management that a transaction is a Related Party
Transaction requiring review, the material facts and
the Related Party's interest shall be reported to
the Board. The Board shall be entitled to rely upon
such determinations by management.
3. If a Related Party Transaction involves a
Related Party who is a director or an Immediate
Family Member of a director, such director may elect
to abstain from a vote respecting approval or
ratification; provided that such director so
abstaining may be counted in determining the
presence of a quorum at a meeting of the Board to
consider such transaction. If the vote of such
director is required so that a vote taken
constitutes an action of the Board or to break a tie
vote on such issue, such director shall be entitled
but not required to cast a vote provided that
disclosure of facts and circumstances surrounding
the Related Party Transaction has been made to the
Board. Such vote by a director and the action of the
Board shall not be invalid or ineffective as a
conflict of interest if disclosure has been made
prior to the vote taken on approval or ratification.
4. If management determines it is impractical or
undesirable to wait until a Board meeting to
consummate a transaction with a Related Party, the
Chairman of the Audit Committee may approve the
transaction with the Related Party. Any such
approval must be reported to the Board of Directors
at the next Board meeting. If the Chairman of the
Audit Committee is the Related Party, then the
Chairman of the Board may approve and report same to
the Board at the next Board meeting.
5. If the Company becomes aware of a Related
Party Transaction that has not been approved under
this policy, the matter shall be reviewed by the
Board which shall consider all of the relevant facts
and circumstances respecting such transaction, and
shall evaluate all options available to the Company,
including ratification, revision or termination of
such transaction, and shall take such course of
action as the Board deems appropriate under the
circumstances.
6. A "Related Party" is any director or executive
officer of the Company, any nominee for director,
any shareholder known to be the beneficial owner of
more than 5% of any class of the Company's voting
stock, and any Immediate Family Member of any such
Party.
7. "Immediate Family Member" means any child,
stepchild, parent, stepparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law of
a person, and any person (other than a tenant or an
employee) sharing the household of such person.
