defense and indemnification for any acts or actions taken in good faith and within the scope of his or her official duties while conducting official business of the University.

Section 11.2: A conflict of interest occurs when any Board member has existing or potential interests that compete or could compete with the interest of the University or any directly affiliated organization, or which impair or might reasonably impair a Board member's independent, unbiased judgment in the discharge of his or her Board-related responsibilities. Board members shall avoid entering into or maintaining any business or financial interests, transactions, acquisitions, or sales of property which are or may be in conflict with the interests of the University. Board members shall avoid any personal interest, direct or indirect, in any contract for the purchase of land, buildings, supplies, or services for the University. Board members shall not accept gifts or benefits from any person holding contracts for supplies or services to the University.

Section 11.3: Board members shall refrain from using, discussing, or disseminating confidential information obtained in his or her capacity as a Board member, or through Board discussions during closed sessions of meetings, in any manner and for any reason, including but not limited to, using such information with the intent to obtain financial gain for themselves or any other person or business for which they are associated.

Section 11.4: Whenever any conflict of interest appears to exist after taking the oath of office, a Board member shall immediately fully disclose that conflict to the

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