Policy 1200, Procedure Number 2

1. Personal Interest in Contract or Transaction

When a Trustee, Chief Executive Officer, or Executive has a financial or personal interest in a contract or transaction to which KS is also a party, or has actual knowledge of an Immediate Family member having such interest, the Trustee, Chief Executive Officer, or the Executive may have an actual or potential Conflict of Interest.

2. Directors, Officers in Common With the Other Organization

When KS enters into a contract or transaction with another organization in which a Trustee, Chief Executive Officer, or Executive simultaneously serves as a director or officer of the other organization, or an Immediate Family member of a Trustee, Chief Executive Officer, or Executive simultaneously serves as a director or officer of the other organization and such Trustee, Chief Executive Officer, or Executive has actual knowledge of such Immediate Family member's position or title, the Trustee, Chief Executive Officer, or Executive may have an actual or potential Conflict of Interest.

A limited exception applies where a Trustee, Chief Executive Officer, or Executive serves as a director or officer of an organization that is, directly or indirectly, owned or controlled by KS, or where a Trustee, Chief Executive Officer, or Executive serves in such capacity at the request of (or upon election by) the other Trustees, Chief Executive Officer, and Executives. 

3. Corporate Opportunity

A corporate opportunity issue arises when a Trustee, Chief Executive Officer, or Executive pursues, or has actual knowledge of an Immediate Family member pursuing, an investment opportunity in which KS may also have an interest.

Under certain circumstances, the Trustee, Chief Executive Officer, or Executive should make such investment opportunity available to KS before the Trustee, Chief Executive Officer, or Executive or Immediate Family member pursues the opportunity for his or her own account. Whether such opportunity must first be offered to KS will depend on such factors as:

1. the circumstances in which the Trustee, Chief Executive Officer, or Executive became aware of the opportunity,
2. the degree of interest of KS in the opportunity,
3. whether the opportunity relates to KS' business, and
4. whether there is a reasonable basis for KS to expect that the Trustee, Chief Executive Officer, or Executive should make the opportunity available to KS.

Trustees, Chief Executive Officer, and Executives shall not knowingly participate in investments in which KS or any of its subsidiaries are parties; except for publicly-traded companies in which neither KS, its subsidiaries, the Trustees, Chief Executive Officer, Executives nor any combination of them will have a 5% or more interest and where such investment is not otherwise prohibited by applicable law or securities regulation. Provided, however, that this shall not preclude a Trustee's, Chief Executive Officer's, or Executive's personal investment in mutual funds and similarly pooled investments nor KS' investment in publicly traded companies where such investments are made and monitored by independent investment managers.

4. Gifts, Gratuities, Excessive Entertainment

A Conflict of Interest may arise if a Trustee, Chief Executive Officer, or Executive receives gifts, gratuities, or excessive entertainment from any company with which KS has or is contemplating business dealings.

The Trustee, Chief Executive Officer, or Executive should return any such gifts. If immediate return is not practical, they should be given to KS for charitable disposition or such other disposition as the Board feels appropriate. Trustees, Chief Executive Officer, and Executives are urged to make this policy known to those with whom the Trustees, Chief Executive Officer, and Executives deal so that these situations do not arise.

Note: Exceptions include gifts involved in cultural exchanges or nominal tokens of friendship, especially on special occasions. Gifts in this category should normally not exceed $50.00 per year.

5. Confidential, Proprietary, or Privileged Information

A Conflict of Interest may arise if a Trustee, Chief Executive Officer, or Executive takes advantage of proprietary or confidential information obtained through KS which results in personal gain for the Trustee, Chief Executive Officer, Executive, his/her Immediate Family or friends, or related entity, or using this information against the best interest of KS.

Release of confidential and/or non-public information regarding KS or obtained through KS is prohibited unless approved by the Board. If a Trustee, Chief Executive Officer, or Executive gives speeches or interviews, or prepares articles which might contain sensitive and/or confidential information, he/she should clear such items with the Board prior to release.

6. Political Activities

1. Trustees, Chief Executive Officer, and Executives may support political parties and candidates of their choice on their own time and with their own money. KS staff and assets, including stationery, letterhead, logo, equipment, supplies, vehicles, and facilities shall not be used for promotion of specific candidates.
2. If a Trustee, Chief Executive Officer, or Executive supports political parties or candidates, he/she must affirmatively disclose, whenever appropriate, that the political views are his/her own and not in any way a representation of KS' position. It is the Trustee's, Chief Executive Officer's, and Executive's responsibility to make certain that no misunderstanding or misrepresentation occurs which may lead another to believe that his/her views represent those of KS.
3. If a Trustee, Chief Executive Officer, or Executive is nominated to serve on a public commission or board, he/she should review the situation with the Board prior to making formal application or accepting an appointment. This review will ensure that the Trustees', Chief Executive Officer's, or Executives' paramount obligation to KS will not be compromised.

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