I. Members of the Board of Directors of CleanApps.org shall conduct their personal affairs in such a manner as to avoid any possible conflict with their duties and responsibilities to CleanApps.org. This policy shall apply to any transaction or arrangement with an "interested person." An "interested person" is a director, a principal officer or a member of a committee with Board-delegated powers who has a direct or indirect "financial interest," as defined in Section III.
II. It shall be the policy of CleanApps.org to do all of the following:
A. The Board shall require each interested person to disclose the following:
1. His or her financial interests and all material facts relating thereto.
2. Any other nonprofit or for profit entity on which he or she serves as an executive officer or as a member of the entity’s governing body.
B. As soon as practical after determining that a potential conflict of interest exists, the Board shall determine whether the financial or other interest of the interested person may result in a conflict of interest. The Board shall require the interested person to leave the meeting while this matter is discussed, and shall prohibit an interested director from voting on the matter in question.
C. If the Board determines that there is a conflict, the Board shall:
1. Require that the interested person leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest;
2. Appoint a non-interested person or committee to investigate alternatives to the proposed transaction or arrangement;
3. Enter into the transaction only if the Board determines, by a majority vote of the non-interested directors then in office, that the transaction or arrangement does not violate the self-dealing provisions of Section 4941 of the Internal Revenue Code; is in CleanApps.org’s best interests and for its own benefit; is fair and reasonable to CleanApps.org; and, after exercising due diligence, determines that CleanApps.org cannot obtain a more advantageous transaction or arrangement with reasonable efforts under the circumstances; and
4. Shall take appropriate disciplinary action with respect to an interested person who violates the conflicts of interest policy necessary to protect CleanApps.org’s best interests.
D. The minutes of the Board meetings and all committees with Board-delegated powers shall include:
1. The names of the persons who disclosed financial or other interests, the nature of the interests and whether the Board determined there was a conflict; and
2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement; the content of these discussions, including any alternatives to the proposed transaction or arrangement; and a record of the vote.
E. The Board shall ensure that this Conflict of Interest Policy is distributed to all Directors, principal officers and members of committees with Board-delegated powers. Each such person shall sign an annual statement, in the form attached hereto, that the person:
1. Received a copy of the Conflict of Interest Policy (the "Policy");
2. Has read and understands the Policy;
3. Agrees to comply with the Policy;
4. Understands that the policy applies to all committees and subcommittees having Board-delegated powers; and
5. Understands that CleanApps.org is a tax-exempt organization and that in order to maintain its tax-exempt status, it must continuously engage primarily in activities which accomplish one or more of its tax-exempt purposes.
III. Financial Interest Defined. A person has a financial interest if the person has, directly or indirectly, through business, investment or family:
A. An ownership or investment interest in any entity with which CleanApps.org has entered into a transaction or arrangement, or
B. A compensation arrangement with CleanApps.org or with any entity or individual with which CleanApps.org has entered into a transaction or arrangement, or
C. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which CleanApps.org is negotiating a transaction or arrangement.
IV Compensation includes direct and indirect remuneration and gifts or favors which are substantial in nature.