FIRST 
TLP:CLEAR 
Improving Security Together 
Conflict of Interest Policy 
Version 1.0 (anuary 2014) 
Article I -- Purpose 
The purpose of the conflict of interest policy is to protect the FIRST's (Organization) interest when 
it is contemplating entering into a transaction or arrangement that might benefit the private 
interest of an officer or director of the Organization or might result in a possible excess benefit 
transaction. 
Article II -- Definitions 
1. Interested Person 
Any director, officer, or member of a committee with board delegated powers, who has 
a direct or indirect financial interest, as defined below, is an interested person. 
2. Financial Interest 
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 the Organization has a 
transaction or arrangement, 
b. A compensation arrangement with the Organization or with any entity or individual 
with which the Organization has a transaction or arrangement, or 
c. A potential ownership or investment interest in, or compensation arrangement with, 
any entity or individual with which the Organization is negotiating a transaction or 
arrangement. Compensation includes direct and indirect remuneration as well as 
gifts or favors that are not insubstantial. A financial interest is not necessarily a 
conflict of interest. Under Article III, Section 2, a person who has a financial interest 
may have a conflict of interest only if the Board decides that a conflict of interest 
exists. 
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Article IIl -- Procedures 
1. Duty to Disclose 
In connection with any actual or possible conflict of interest, an interested person must 
disclose the existence of the financial interest and be given the opportunity to disclose 
all material facts to the directors or members of committees with governing board 
delegated powers considering the proposed transaction or arrangement. 
2. Determining Whether a Conflict of Interest Exists 
After disclosure of the financial interest and all material facts, and after any discussion 
with the interested person, he/she shall leave the board meeting while the 
determination of a conflict of interest is discussed and voted upon. The remaining 
board members shall decide if a conflict of interest exists. 
3. Procedures for Addressing the Conflict of Interest 
a. An interested person may make a presentation at the governing board or committee 
meeting, but after the presentation, he/she shall leave the meeting during the 
discussion of, and the vote on, the transaction or arrangement involving the possible 
conflict of interest. 
b. The Chair of the board or committee shall, if appropriate, appoint a disinterested 
person or committee to investigate alternatives to the proposed transaction or 
arrangement. 
c. After exercising due diligence, the board or committee shall determine whether the 
Organization can obtain with reasonable efforts a more advantageous transaction or 
arrangement from a person or entity that would not give rise to a conflict of interest. 
d. If a more advantageous transaction or arrangement is not reasonably possible 
under circumstances not producing a conflict of interest, the board or committee 
shall determine by a majority vote of the disinterested directors whether the 
transaction or arrangement is in FIRST's best interest, for its own benefit, and 
whether it is fair and reasonable, then make its decision as to whether to enter into 
the transaction or arrangement. 
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4. Violations of the Conflicts of Interest Policy 
a. If the board has reasonable cause to believe a member has failed to disclose actual 
or possible conflicts of interest, it shall inform the member of the basis for such 
belief and afford the member an opportunity to explain the alleged failure to 
disclose. 
b. If, after hearing the member's response and after making further investigation as 
warranted by the circumstances, the board determines the member has failed to 
disclose an actual or possible conflict of interest, it shall take appropriate disciplinary 
and corrective action. 
Article IV - Records of Proceedings 
The minutes of the board and all committee with board 
delegated powers shall contain: 
a. The names of the persons who disclosed or otherwise were found to have a financial 
interest in connection with an actual or possible conflict of interest, the nature of the 
financial interest, any action taken to determine whether a conflict of interest was 
present, and the board's or committee's decision as to whether a conflict of interest 
in fact existed. 
b. The names of the persons who were present for discussions and votes relating to 
the transaction or arrangement, whether or not any alternatives to the proposed 
transaction or arrangement were considered, and a record of any votes taken in 
connection with the proceedings. 
Article V -- Compensation 
a. A voting member of the board who receives compensation, directly or indirectly 
from the Organization for services is precluded from voting on matters pertaining to 
that member's compensation. 
b. A voting member of any committee whose jurisdiction includes compensation 
matters and who receives compensation, directly or indirectly, from the 
Organization for services is precluded from voting on matters pertaining to that 
member's compensation. 
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c. A voting member of the board or any committee whose jurisdiction includes 
compensation matters and who receives compensation from the Organization is not 
prohibited from providing information to any committee regarding compensation. 
Article VI - Annual Statements 
Each director, officer and member of a committee with board-delegated powers shall 
annually sign a statement which affirms that they: 
a. Have received a copy of the conflicts of interest policy. 
b. Have read and understands the policy, and 
c. Have agreed to comply with the policy. 
Disclosure Regarding Conflicts of Interest 
Name: 
I have received a copy of the FIRST Conflict of Interest Policy. I have read and 
understand the policy and agree to comply with it. On this form, I am disclosing other 
positions and responsibilities that may cause conflicting interests to arise. I will recuse 
myself from deliberations and voting on transactions or arrangements that give rise to a 
conflict of interest. 
1. Professional, business or volunteer positions or responsibilities that might give rise 
to conflicts: 
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2. Situations in which I am serving as a vendor, or am employed by or consulting with a 
vendor to FIRST: 
3. I know of no professional, business or volunteer position or responsibility, including 
vendor situations, that might give rise to conflicts (check here): 
4. In addition to filing a disclosure form annually, I will disclose to the FIRST Chair any 
possible conflict of interest whenever it may arise. 
Signature 
Date 
FIRST Board Approved 28 January 2014 
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