Conflict of Interest Is Part of the Decision Record

Not legal advice. Conflict rules come from your statute, articles, bylaws, and conflict-of-interest policy. This essay teaches record-keeping practice for chairs, clerks, and the agents they work with, and keeps every product claim inside Facts and /agent-facts.json.

Most boards treat conflict of interest as a compliance chore: an annual questionnaire in January, a binder nobody opens, and a director who "steps out" when it feels right. Then a vote is questioned, and nobody can show who disclosed what, when, or whether the conflicted director actually voted.

The fix is not a longer policy. It is treating the conflict as part of the decision record, stored next to the motion, the vote, and the evidence that closed it.

Four records, one conflict

A well-handled conflict leaves four traces. Each answers a different question someone will ask later.

1. The standing disclosure. Does this director have an interest the board already knows about? The register or the annual questionnaire, in plain words: what the interest is and what the director will do about it.
2. The conflict on the decision. Was this interest raised on this item? A disclosure tied to a specific motion, with a state: disclosed, then recused (or not).
3. The vote. Did the director vote? A roll call that shows Recuse for that person, not a blank and not an abstention dressed up as one.
4. The minutes line. Will a reader a year from now understand? Name, interest, and "did not vote", in one sentence.

If any of the four is missing, the record depends on someone's memory. Memory is not evidence.

Abstain is not recuse

Boards blur these constantly.

• Abstain is a voter choosing not to vote on the merits. They had no conflict; they just did not vote.
• Recuse is a director stepping out because of an interest. The reason is the point, and the reason belongs in the record.

A tally that says "3 aye, 0 nay, 1 abstain" when the fourth director was actually conflicted hides the most important fact about the vote. Write it as recused, with the reason.

Failure modes that invent risk

• The annual questionnaire is signed, but the conflict is never raised on the specific item it touches.
• The director "leaves the room" but the minutes never say so.
• A recusal is recorded as an abstention.
• An interest on one parcel is treated as a blanket recusal on everything nearby, or the reverse: a nearby item slides through because "it isn't the same land."
• A conflicted item sits on the consent agenda, gets adopted in one motion, and the recusal disappears.
• Someone writes "no conflicts" in the minutes because nobody spoke up, when the register says otherwise.

Walk it: Piscataqua and Spruce Creek

Piscataqua Harbor Trust is a seeded demo, not a real organization or filing. Sign in through Try a board, or as a sample board (see /sample-decision) with the password on Facts.

Verified in the seed and the local demo database:

• Standing disclosure. Trustee Caleb Whitmore has an active disclosure, Abutter — Spruce Creek marsh lot: he owns the house lot on Cutts Road that shares a line with the easement. The mitigation reads: recuse from Spruce Creek votes, may sit in the room for the facts, Clerk records the recusal in the minutes.
• Conflict on the decision. On PHT-2026-03, Authorize the Spruce Creek conservation easement, his conflict is stored as RECUSED.
• The vote. The roll call is certified: 3 aye, 0 nay, 0 abstain, 1 recused. Caleb's vote is Recuse, with the rationale "House lot on Cutts Road shares a line with the marsh. Not voting."
• Closure. The decision is closed with evidence: York County Registry of Deeds, Book 18442, Page 217, recorded June 3, 2026. That is a board copy in the pack. There is no live filing feed to a county registry.

Two more details make this a teaching example rather than a tidy one:

• The annual attestation is still pending. Caleb has not signed this year's conflict attestation, even though his abutting lot is already on the register. A standing disclosure does not replace the annual one. Open People and you will see both.
• The fall overlook is a different parcel. The briefing on the Badgers Island overlook says plainly that Caleb's recusal does not automatically apply, and that he should say in the room whether the sightline touches his lot. Recusal follows the interest, not the person. The record should show that the question was asked.

Per Facts, when the latest closed decision on the chair path has a conflict still stored as RECUSED, the closed-record line names who recused. A closed decision with no RECUSED conflict gets no recusal clause. The product does not invent one.

The forward case: Kittery's gift on consent

Kittery Public Library (also seeded) shows the other half: a conflict before the vote.

Trustee Greta Holm is a volunteer officer of the Kittery Historical Society, which is routing an anonymous local-history collection gift to the library. Her disclosure is on the register. On KPL-2026-08, Accept the anonymous local-history collection gift, her conflict is stored as DISCLOSED (not yet recused) with the note that she will recuse before the consent vote. The item is on the consent agenda and not yet adopted.

That is exactly where consent agendas hide conflicts. Many chairs pull a conflicted item to the regular agenda so the recusal is visible on its own vote. See How to run a board consent agenda.

A clerk's procedure that holds up

1. Keep the register current, and chase the annual attestation. Pending is a real state; do not mark it done.
2. Before each meeting, compare the agenda to the register. Flag every item an interest touches, including nearby items.
3. At the item, have the director disclose out loud. Record the conflict on the decision.
4. Record the vote as Recuse for that director, with a one-line reason.
5. Know your rule on recused directors and quorum before the item comes up. Prepared's header is a seat count, not a legal opinion. Quorum guide.
6. Write the minutes sentence: name, interest, did not vote.
7. When the decision closes, the conflict stays on it. That is the point.

Printable: recusal record template and annual COI questionnaire. Full how-to with the same seeded example: How to handle a director recusal. Policy background: conflict-of-interest policy for boards.

Bringing an agent in

Agents are good at the boring part: comparing an agenda to a register and listing every item an interest might touch. They are bad at deciding whether an interest is material. Keep that split.

Start an agent at /agents, /llms.txt, and /facts. Per Facts, a signed-in member who can open a decision or meeting can use Copy for your agent to copy a markdown briefing that includes conflicts and recusals for rows that member can see, with a footer that says it is not legal advice. Prepared does not call any AI model; a director can also connect their own assistant to the read-only MCP server when the chair allows it (/agents/connect). Ask the agent to flag possible conflicts for the chair. Do not let it rule on them.

Try that board

Try a board → Piscataqua · Recusal how-to guide · Pack: /pack/demo-pack-piscataqua-fall · Kittery pack · /templates/recusal-record · /facts

Not legal advice. Product claims stay within /facts and /agent-facts.json.