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4. TPL procures services (for example, legal services, appraisal services, <br /> environmental assessment services or escrow services) for a TPL project from a <br /> firm in which a TPL volunteer has a financial interest. <br /> 5. A TPL staff member proposes making a grant to an organization on whose board <br /> of directors or advisory council the employee sits_. <br /> Somewhat separate from technical conflict of interest considerations is the requirement of <br /> loyalty to the organization. Competing with TPL or diverting a TPL business opportunity for <br /> personal gain by an employee or director violates the duty of loyalty to TPL and is prohibited. <br /> Additionally, delivery of private TPL business information to any party--whether or not affiliated <br /> with the employee or director--where the third party stands to benefit from the information in <br /> opposition to TPL's interests, is prohibited by TPL policy. <br /> Special Rules for Transactions Involving Directors <br /> Section 5233 of the California Corporations Code requires that any transaction involving an <br /> "interested director" be approved in advance by the fall Board of Directors, except in such . <br /> circumstances where it is not "reasonably practicable" to obtain approval of the Board prior to <br /> entering into the transaction. A transaction covered by this statute is one in which the <br /> corporation is a parry and one or more of its directors has a material financial interest(such <br /> director being an "interested director"). <br /> TPL may enter into a transaction with an interested director if the following facts are established: <br /> 1. TPL entered into the transaction for its own benefit; <br /> 2. The transaction was fair and reasonable as to TPL at the time TPL entered into the <br /> transaction; <br /> 3. Prior to consummating the transaction the Board of Directors approved the <br /> transaction in good.faith by a vote of the majority of the directors then in office <br /> (not counting the vote of the interested director,who.shall be absent from the <br /> room during such deliberation and vote), and with knowledge of the material facts <br /> concerning the transaction and the director's interest in the transaction; and <br /> 4. Prior to authorizing or approving the transaction,the Board considered and in <br /> good faith determined after reasonable investigation under the circumstances that . <br /> the corporation could not have obtained amore advantageous arrangement with <br /> reasonable effort under the circumstances. <br /> If it is not reasonably practical to obtain approval of the Board prior to entering into a transaction <br /> with an interested director,the Board hereby authorizes the Executive Committee to approve the <br /> transaction consistent with the standards set forth in paragraphs 3 and 4 above. If the Board <br /> determines in good faith that the conditions of paragraphs 1 and 2 above have been established, <br /> TPL Conflict of Interest Policy 1-20-05 5 <br /> i <br />