Open Source Hardware Association

“No review was or will be conducted.”

“Prior to the election to the board, and thereafter on an annual basis, all directors shall disclose in writing, to the best of their knowledge, any interest (as defined below) such director may have in any corporation, organization, partnership, or other entity which provides professional or other goods or services to the corporation for a fee or other compensation, and any position or other material relationship such director may have with any other not-for-profit corporation with which the corporation has an attorney-client or other business relationship (collectively, a "conflict of interest"). A copy of such disclosure statement shall be available to any director of the corporation upon request. If, at any time during his or her term of service, a director acquires any interest or otherwise a circumstance arises which may pose a conflict of interest, the director shall promptly disclose that interest or other conflict in writing to the chairman of the board. When any matter for decision or approval comes before the board or any committee of the board in which a director has an interest or conflict of interest, the director shall immediately disclose that interest or conflict of interest to the board or relevant committee. The board may, in its discretion, establish a contract review committee consisting of at least three directors to review any contract that is proposed for approval by the board and respecting which a director may have a conflict of interest (an "interested party contract").”

“The regular process for determining compensation is as follows: the nonprofit shall direct a compensation committee/executive committee annually to evaluate the executive director on his/her/their performance, and ask for his/her/their input on matters of performance and compensation. The compensation committee/executive committee will be led by the president of the board of directors and will obtain research and data to make a recommendation to the full board for the compensation (salary and benefits) of the executive director and other highly compensated employees or consultants based on a review of comparability data. This data may include the following: 1. Salary and benefit compensation studies by independent sources; 2. Written job offers for positions at similar organizations; 3. Documented telephone calls about similar positions at both nonprofit and for-profit organizations; and 4. Information obtained from the irs form 990 filings of similar organizations. To approve the compensation for the executive director (and other highly compensated employees and consultants) the board must document the following: 1. A description of the compensation and benefits and the date it was approved; 2. The members of the board who were present during the discussion about compensation and benefits, and the results of the vote; 3. A description of the comparability data relied upon and how the data was obtained; and 4. Any actions taken (such as abstaining from discussion and vote) with respect to consideration of the compensation by anyone who is otherwise a member of the board but who had a conflict of interest with respect to the decision on the compensation and benefits. The president of the board of directors, who is a volunteer and not compensated by the nonprofit, will operate independently without undue influence from the executive director. No member of the compensation committee/executive committee will be a staff member, the relative of a staff member, or have any relationship with staff that could present a conflict of interest. All open source hardware association personnel must be aware of the rules provided under federal and non-federal regulations as well as the terms and conditions of the individual sponsored activity.”

“The organization's documents are available to the public through the organization's website.”