Conflict of Interests

Conflict of Interests Policy

EB Prospectors                   EIN 45-5363520

East Bay Prospectors’ Conflict of Interest Policy

Article I
Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt
E B Prospectors’ interest when it is contemplating entering into a transaction
or arrangement that might benefit the private interest of an officer or director
of the E B Prospectors or might result in a possible excess benefit transaction.
This policy is intended to supplement but not replace any applicable state and
federal laws governing conflict of interest applicable to nonprofit and
charitable organizations.

Article II
Definitions
1. Interested Person
Any director, principal officer, or member of a committee
with governing 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 E B Prospectors has a transaction or arrangement,

b. A compensation arrangement with the E B Prospectors or with
any entity or individual with which the E B Prospectors 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 E B
Prospectors 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 appropriate governing board or committee decides that a
conflict of interest exists.

Article III
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 and 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 governing
board or committee meeting while the determination of a conflict of interest
is discussed and voted upon. The remaining board or committee 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 chairperson of the governing 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 governing board or
committee shall determine whether the E B Prospectors 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 governing board or committee shall determine by a majority
vote of the disinterested directors whether the transaction or arrangement
is in the E B Prospectors’ best interest, for its own benefit, and whether
it is fair and reasonable. In conformity with the above determination it
shall make its decision as to whether to enter into the transaction or
arrangement.

4. Violations of the Conflicts of Interest Policy

a. If the governing board or committee 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 governing board or
committee 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 governing board and all committees 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 governing
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, the content of the
discussion, including any alternatives to the proposed transaction or
arrangement, and a record of any votes taken in connection with the
proceedings.

Article V
Compensation
Board members receive no compensation, directly or indirectly, from the E B
Prospectors.

Article VI
Annual Statements
Each director, principal officer and member of a committee with governing
board delegated powers shall annually sign a statement which affirms such
person:

a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the E B Prospectors is charitable and in order to
maintain its federal tax exemption it must engage primarily in activities
which accomplish one or more of its tax-exempt purposes.

Article VII
Periodic Reviews
To ensure the E B Prospectors operates in a manner consistent with
charitable purposes and does not engage in activities that could
jeopardize its tax-exempt status, periodic reviews shall be conducted.
The periodic reviews shall, at a minimum, include the following subjects:

a. Whether reimbursement arrangements and benefits are reasonable,
based on competent survey information,and the result of arm’s length
bargaining.

b. Whether partnerships, joint ventures, and arrangements with
management organizations conform to the E B Prospectors’ written policies,
are properly recorded, reflect reasonable investment or payments for goods
and services, further charitable purposes and do not result in inurement,
impermissible private benefit or in an excess benefit transaction.

Article VIII
Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the
E B Prospectors may, but need not, use outside advisors. If outside experts
are used, their use shall not relieve the governing board of its
responsibility for ensuring periodic reviews are conducted.

Appendix – Annual Statement

A copy of the following will be filled out annually, after each election,
by each Board Member.

I, __(fill-in name)__________________, in my role as __(fill-in position)__
have received a copy of the E B Prospectors’ conflicts of interest policy,
I have read and understand the policy. I hereby agree to comply with this
policy, and I understand the E B Prospectors is charitable and in order to
maintain its federal tax exemption it must engage primarily in activities
which accomplish one or more of its tax-exempt purposes.

_________________________________            ____/____/____
signature                                     date