The ProtoStar Group operates for charitable, scientific, literary, religious, and educational purposes, including the advancement of the arts. Its mission is to identify, develop, and/or invest in prototype projects that promote the public good. The directors, trustees, officers, committee members, employees, advisors, consultants, representatives, contractors, volunteers, and other persons in the ProtoStar Group “family” are committed to the highest standards of integrity and have pledged to conduct themselves in an honest, trustworthy, and ethical manner.
Toward this end, we recognize that some situations may give rise to a potential, actual, apparent, or an appearance of a conflict of interest. A conflict of interest arises when a person’s duty of loyalty to the ProtoStar Group comes into conflict with a competing financial or personal interest that s/he (or a family member) may have with respect to a proposed transaction. Other than illegal or prohibited transactions, most conflicts of interest may be resolved by making a full disclosure and following proper procedures.
In accordance with the foregoing principles, we the members of the ProtoStar Group’s family agree to be bound by this Conflicts-of-Interest Policy. This Conflicts-of-Interest Policy sets forth the general procedure that must be followed when a conflict of interest arises and provides guidance on common situations that may occur.
1. Definitions
a. An Affiliation exists if the person or entity: (i) owes a fiduciary or contractual duty to another entity, such as director, trustee, officer, committee member, employee, advisor, consultant, representative, contractor, or volunteer; (ii) owns or controls more than a ten percent (10%) ownership interest in such other entity; or (iii) has in the previous twelve (12) months received a financial benefit from such other entity.
b. Covered Person. This Conflicts-of-Interest Policy covers any director, trustee, officer, committee member, employee, advisor, consultant, representative, contractor, volunteer, and other person who has a contractual or fiduciary duty with, or an ownership interest in, ProtoStar.
c. Conflict of Interest. A Conflict of Interest with respect to a proposed Transaction may exist if a Covered Person: (i) is in a position to make or influence ProtoStar’s decisions about whether and how to proceed with the proposed Transaction; and (ii) has an Affiliation, or has a Family Member with an Affiliation, with the proposed Transactional Party. A Conflict of Interest may be potential, actual, apparent, or have the appearance of a potential, actual, or apparent conflict.
d. Disinterested Covered Person. A Disinterested Covered Person is a Covered Person who does not have a Conflict of Interest with respect to the proposed Transaction or who does not otherwise have a personal or financial stake in the proposed Transaction.
e. Family Member. A Family Member includes spouses, domestic partners or significant others; ancestors; children; grandchildren; great-grandchildren; and the spouses, domestic partners or significant others of the children, grandchildren and great-grandchildren.
f. Full-Time Covered Person. A Full-Time Covered Person is a Covered Person who is employed by ProtoStar on a full-time basis (e., 40 hours a week).
g. Interested Covered Person. An Interested Covered Person is a Covered Person with a Conflict of Interest.
h. ProtoStar. The term ProtoStar shall include any of the companies in the ProtoStar Group and any of its affiliated companies wherever organized or located.
i. Transaction. A Transaction includes a grant, loan, equity position, contract, or other business dealing.
j. Transactional Party. A Transactional Party is a person or entity that is seeking to enter into a Transaction with ProtoStar and includes any person or entity that has an Affiliation with the Transactional Party.
2. General Procedures Involving a Conflict of Interest
a. Fair and Full Disclosure. If it appears that a proposed Transaction may give rise to a Conflict of Interest, the Covered Person shall promptly disclose the nature of the Conflict of Interest. The disclosure shall describe fully and completely all the facts and circumstances surrounding the Conflict of Interest. If there is doubt whether disclosure is required, the Covered Person shall err on the side of making the disclosure. Such disclosure shall be made to ProtoStar’s President/CEO or the Board of Directors.
b. Refrain from Influence. The Interested Covered Person shall refrain from discussing the proposed Transaction with any Disinterested Covered Person with decision making authority over the proposed Transaction, except to respond to questions or requests for information about the proposed Transaction.
c. Recusal. The Interested Covered Person shall not participate in the deliberation of the proposed Transaction by the Disinterested Covered Persons, other than to respond to questions or requests for further information. The Interested Covered Person shall leave the meeting when the proposed Transaction is being considered and voted on by the Disinterested Covered Persons. The departure of the Interested Covered Person from the meeting for the purposes of the recusal shall not affect the existence of a quorum.
3. Service on Boards of Other Organizations
A Covered Person may serve as a trustee or director of other for-profit and nonprofit organizations, subject to the following provisos:
a. Service on such other organization is disclosed to and approved by ProtoStar’s Board of Directors. If such service involves one of ProtoStar’s Directors, then such Director shall recuse himself from the approval process.
b. Service on another organization’s board will not interfere with the Covered Person’s ability to carry out his or her duties and responsibilities with ProtoStar.
c. If a Conflict of Interest arises, then the General Procedures set forth herein shall be strictly followed.
d. In situations where the Conflict of Interest is irreconcilable, the Covered Person may be required to resign from the board of the other organization.
4. Speaking Engagements, Published Writings, Teaching Engagements
A Covered Person is permitted to undertake professional speaking engagements, such as giving speeches and participating in panel discussions (“Speaking Engagements”), write articles, books, and other professional publications that relate to their fields of interest or expertise (“Professional Publications”), and/or teach or lecture at an educational institution (“Teaching Engagement”), subject to the following provisos:
a. The Covered Person makes clear that the views expressed by him or her do not necessarily represent or reflect those of ProtoStar.
b. If the Speaking Engagement, Professional Publication, or Teaching Engagement purports to represent or reflect the views of ProtoStar, then the substance of the oral presentation or writing must be approved in advance by ProtoStar’s President/CEO or the Board of Directors.
c. The Covered Person shall not engage in plagiarism or otherwise infringe upon the copyright or other intellectual property of ProtoStar or any other person or entity. Any quotation or citation must be properly referenced or attributed to its original source.
d. The Covered Person shall protect the confidentiality of all Transactions involving ProtoStar and shall not reveal the identity of any person or entity involved in such Transactions without prior written approval by ProtoStar’s President/CEO or the Board of Directors.
e. The participation in any Speaking Engagement, Professional Publication, or Teaching Engagement does not interfere with his or her ability to carry out his or her duties and responsibilities with ProtoStar.
f. Only the President/CEO of ProtoStar or other person specifically designated by the Board of Directors may appear on television, radio, the Internet, or other mass media on behalf of ProtoStar.
5. Outside Employment, Consultancy, Contract Work
A Full-Time Covered Person must obtain prior written approval from his or her supervisor before engaging in any outside employment, consultancy, or contract work (“Outside Work Activity”). A Covered Person who is not a Full-Time Covered Person must disclose to his or her supervisor any Outside Work Activity. Any such Outside Work Activity will be reviewed on a case-by-case basis and is subject to the following provisos:
a. The Outside Work Activity will not interfere with the Covered Person’s ability to carry out his or her duties or responsibilities with ProtoStar.
b. The Outside Work Activity does not infringe upon the copyright, trademark, service mark, trade secret, or other intellectual property of ProtoStar.
c. The Outside Work Activity does not present a Conflict of Interest.
d. If a Conflict of Interest arises with respect to such Outside Work Activity, then the General Procedures set forth herein shall be strictly followed.
6. Enforcement and Other Matters
Any matters not addressed herein may be covered in one or more of ProtoStar’s internal documents, including its Employment Handbook. ProtoStar reserves the right to revise this Conflicts-of-Interest Policy at any time without notice to third parties or the public. Enforcement and interpretation of this Conflicts-of-Interest Policy shall be within the sole discretion of ProtoStar, and any determination shall be final and binding. Except as otherwise provided by law, any breach of this Conflicts-of-Interest Policy does not confer upon the aggrieved party any legal right of action. Grievances may be filed by making a submission on ProtoStar’s Website. Any disciplinary actions against any Covered Person for violating this Conflicts-of-Interest Policy shall be conducted in a fair and orderly manner in accordance with its internal policies and procedures.
