<html><body style="word-wrap: break-word; -webkit-nbsp-mode: space; -webkit-line-break: after-white-space; "><div>Hi Bradley and Tony,</div><div><br></div><div>I wanted to respond to your request for a URL to our conflict of interest policy. We currently have a clause in the By-laws. We have an agenda item to amend this clause with the following text. I am wondering if we should hold off on this motion today so that you and Tony can review it in the context of the wider SFC conflict policy?</div><div><br></div><div>Steve Wills</div><div><br></div><div>Proposed motion is to strike the current clause 2.7 from the By-Laws and replace it with the new clause below.</div><div><br></div><div>2.7 Conflicts of Interest</div><div><br></div><div><div>a. Any board member who has a financial, personal, or official interest in, or</div><div>conflict (or the appearance of a conflict) with any matter pending before the</div><div>board, of such nature that it prevents or may prevent that member from acting on</div><div>the matter in an impartial manner, shall voluntarily refrain from voting on said</div><div>matter.</div><div><br></div><div>b. Any board member, abstaining from voting on a matter with which a real or</div><div>percieved conflict may exist but who has substantial information about a matter</div><div>before the board, shall be encouraged and expected to assist, to the best of the </div><div>members ability, in the discussion and resolution of the issue before the board, </div><div>being restained only from casting a vote on the matter.</div><div><br></div><div>c. Information disclosed under this policy shall be held in confidence by the</div><div>persons authorized to receive and act upon it except where, in the judgment of</div><div>any of such persons, the best interest of the organization requires further</div><div>disclosure.</div><div><br></div><div>d. Any board member who is uncertain about possible conflict-of-interest in any</div><div>matter may request that the board assist in determining whether a possible</div><div>conflict exists; the Board shall resolve the question by majority vote. If</div><div>required, the question of potential conflict might be referred to counsel for an</div><div>opinion prior to the Board vote.</div><div><br></div><div>e. No contract or other transaction between the Foundation and any other</div><div>corporation, partnership, association or other organization in which one or more</div><div>of the Foundation board members are directors or officers or are financially</div><div>interested, shall be void or voidable solely because of such relationship or</div><div>interest or solely because such board member or members are present at or</div><div>participate in the meeting of the Oversight Board which authorizes, approves or</div><div>ratifies such contract or transaction, if:</div><div><br></div><div> (i) The material facts as to the board member’s relationship or interest and as</div><div>to the contract or transaction are disclosed or are known to the Oversight Board</div><div>and the board in good faith authorizes, approves, or ratifies the contract or</div><div>transaction by the affirmative votes of a majority of the disinterested board</div><div>members; and</div><div><br></div><div> (ii) The contract or transaction is fair as to the Foundation at the time it is</div><div>authorized, approved or ratified by the Oversight Board.</div><div><br></div></div><div><br><blockquote type="cite"><div><br>Just as a side note here, Conservancy is currently working to institute<br>a Conservancy-wide conflict of interest policy. Dan, could you send to<br>Tony the URL of Evergreen Conflict of Interest policy? Perhaps we can<br>include some of the details from it into Conservancy's own.<br><font class="Apple-style-span" color="#006312"><br></font></div></blockquote></div><br></body></html>