A conflict of interest that would prevent a board member from voting must have a “real or actual effect, not a hypothetical or speculative effect on the individual or organization’s interest,” NCUA Associate General Counsel Sheila Albin wrote in a legal opinion letter.
She noted that while a director shouldn’t vote on a contract with a company of which he or she is the owner or a director, the board member can vote on contracts with publicly traded companies in which he has a modest investment.
Directors may make decisions that affect them-such as dividend rates-because they affect all members “not the director’s personal or pecuniary interest.”
Albin also wrote that if a board member is disqualified from voting on a matter, that doesn’t change the voting majority required to approve a matter.
She wrote the letter in response to an inquiry from Krzysztof Matyszczyk, the chairman of the board of directors of the Polish & Slavic FCU in Brooklyn, N.Y.