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then it shall ratify the transaction at its next regularly scheduled meeting by a vote of a majority <br /> of the directors then in office not counting the vote of any interested director(who shall be absent <br /> from the room during the deliberation and vote on the matter). <br /> Policy on Outside Employment by Staff <br /> It is the position of the Board of Directors that conflicts of interest, or the appearance of conflicts <br /> of interest, may arise when TPL employees having project or management responsibilities are <br /> engaged in employment(including consulting, self-employment or private businesses) in <br /> addition to TPL employment. <br /> It shall be the policy of the organization that any employee with project or management <br /> responsibilities who has,employment outside of TPL shall disclose such employment to his or <br /> her regional or department manager, who may approve such employment upon a finding that <br /> (1) such outside employment does not interfere with the employee's work at TPL work, (2) such <br /> employment does not present a conflict of interest with TPL's work, and(3) such employment <br /> does not present the appearances of a conflict of interest Such finding shall be in writing and <br /> included in the employee's personnel file. <br /> Any employee who has outside employment relating to real estate, land conservation, or other <br /> fields closely aligned to TPL's work, shall consult frequently with his/her regional or <br /> departmental manager to avoid situations presenting conflicts of interest or the appearance of <br /> conflicts of interest. <br /> Moreover,the appearance of a conflict of interest, as well as the potential for an actual conflict, <br /> is especially likely to exist whenever a TPL employee negotiates on behalf of any person other <br /> than TPL to convey property to any governmental entity to which TPL conveys, or is likely to <br /> convey,property in the ordinary course of TPL's work. Therefore, it is the policy of TPL that no <br /> employee shall be permitted to negotiate, or offer to sell or transfer property to any governmental <br /> entity other than on behalf of TPL. The General Counsel may authorize an exception to this rule <br /> in the event that unusual circumstances arise. <br /> Notification of Board and Staff of this Policy <br /> It shall be the responsibility of the General Counsel to ensure that all directors, officers and <br /> employees are provided a copy of this policy. <br /> This policy supercedes the standing resolutions adopted March 28, 1974,March 15, 1985, and <br /> June 28, 1991. <br /> l:\SHAREDI NATLEG INATL\Con11ictoflnterestPolicy final Jan2005.doc <br /> TPL Conflict of Interest Policy I-20-05 6 <br />