Southwest Texas Network Inc

“The organization has members.”

“A pdf copy was emailed to all directors for review prior to filing.”

“1. PURPOSE - THE PURPOSE OF THE CONFLICTS OF INTEREST POLICY IS TO PROTECT THE CORPORATION'S INTEREST WHEN IT CONTEMPLATES ENTERING INTO A TRANSACTION OR ARRANGEMENT THAT MIGHT BENEFIT THE PRIVATE INTEREST OF A DIRECTOR, OFFICER, OR EMPLOYEE OF THE CORPORATION. THIS POLICY IS INTENDED TO SUPPLEMENT BUT NOT REPLACE ANY APPLICABLE FEDERAL OR STATE LAWS GOVERNING CONFLICTS OF INTEREST APPLICABLE TO NONPROFIT AND CHARITABLE CORPORATIONS.2. DEFINITIONS - FOR PURPOSES OF THIS CONFLICTS OF INTEREST POLICY, THE FOLLOWING TERMS SHALL HAVE THE MEANING ASCRIBED BELOW:INTERESTED PERSON - ANY DIRECTOR, PRINCIPAL OFFICER, OR EMPLOYEE THAT HAS A DIRECT OR INDIRECT FINANCIAL INTEREST, AS DEFINED BELOW, IS AN INTERESTED PERSON. IF A PERSON IS AN INTERESTED PERSON WITH RESPECT TO THE CORPORATION, OR ANY RELATED COMPANY ("RELATED COMPANY") SUCH A PERSON IS AN INTERESTED PERSON WITH RESPECT TO THE CORPORATION AND ALL RELATED COMPANIES.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, OR A POTENTIAL OWNERSHIP OR INVESTMENT INTEREST IN, ANY ENTITY WITH WHICH THE CORPORATION OR ANY OTHER RELATED COMPANY HAS OR IS NEGOTIATING A TRANSACTION OR ARRANGEMENT, OR (b) A COMPENSATION ARRANGEMENT WITH ANY ENTITY WITH WHICH THE CORPORATION OR ANY OTHER RELATED COMPANY HAS OR IS NEGOTIATING A TRANSACTION OR ARRANGEMENT.COMPENSATION INCLUDES DIRECT AND INDIRECT RENUMERATION AS WELL AS GIFTS OR FAVORS THAT ARE SUBSTANTIAL IN NATURE.3. PROCEDURES(a) DUTY TO DISCLOSE - IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE AND NATURE OF HIS OR HER FINANCIAL INTEREST TO THE BOARD AND MEMBERS OF COMMITTEES WITH BOARD DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT.(b) DETERMINING WHETHER A CONFLICT OF INTEREST EXISTS - AFTER DISCLSOURE OF THE FINANCIAL INTEREST, THE INTERESTED PERSON MAY BE ASKED TO LEAVE THE BOARD OR COMMITTEE MEETING WHILE THE FINANCIAL INTEREST IS DISCUSSED AND VOTED UPON. THE REMAINING DIRECTORS OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS.(C) PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST(i) THE CHAIRPERSON OF THE BOARD OR COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT.(ii) AFTER EXERCISING DUE DILIGENCE, THE REMAINING DIRECTORS OR COMMITTEE SHALL DETERMINE WHETHER THE CORPORATION CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST.(iii) IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST, THE BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS OR MEMBERS OF THE COMMITTEE WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE BEST INTEREST OF THE CORPORATION AND FOR ITS OWN BENEFIT AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO THE CORPORATION AND SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH SUCH DETERMINATION.(iv) WITH REGARD TO POTENTIAL CONFLICTS OF INTEREST INVOLVING FEDERAL OR STATE FUNDS, NO DIRECTOR MAY PARTICIPATE IN THE SELECTION, AWARD, OR ADMINISTRATION OF A CONTRACT SUPPORTED BY FEDERAL FUNDS IF A REAL OR APPARANT CONFLICT OF INTEREST WOULD BE INVOLVED. SUCH A CONFLICT WOULD ARISE WHEN A DIRECTOR OR AGENT, OR ANY MEMBER OF HIS OR HER IMMEDIATE FAMILY, HIS OR HER PARTNER, OR AN ORGANIZATION WHICH EMPLOYS OR IS ABOUT TO EMPLOY ANY OF THE AFOREMENTIONED PARTIES HAS A FINANCIAL OR OTHER INTEREST IN THE FIRM SELECTED FOR THE AWARD.(D) VIOLATIONS OF THE CONFLIECTS OF INTEREST POLICY(i) IF THE BOARD OR COMMITTEE HAS REASONABLE CAUSE TO BELIEVE THAT A PERSON HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST”

“Compensation for the ceo and other key personnel is determined by the board of directors.”

“The board of directors conducts a thorough review of each candidate prior to determining compensation.”

“Documents are available to public upon request.”