BSV USA Association: Conflict of Interest Policy

1Purpose

The BSV USA Association (in formation) plans to organize as a nonprofit trade association under section 501(c)(6) of the Internal Revenue Code. Its leaders will make decisions about money, venue applications, partnerships and public statements. Many of them hold BSV, work in the industry, or run businesses that could gain from those decisions.

That is normal. Hiding it is not. This policy makes sure that:

• leaders disclose interests that could affect their judgment;
• people with a conflict step out of decisions where it matters;
• the record shows how each conflict was handled;
• the association can show exchanges, custodians, regulators and members that its decisions serve the association, not any one person.

This policy supports the association's standing commitments: named leadership, a published budget, no rename of the chain or ticker, and no litigation against exchanges. It works alongside the Antitrust Policy and the bylaws. Where the bylaws or state law set a stricter rule, that rule applies.

2Who this policy covers

"Covered persons" are:

• directors;
• officers, including the Director who serves as the association's named public officer;
• committee chairs;
• working-group leads;
• the founder (see section 9), whether or not the founder holds a formal office.

The board may extend parts of this policy to staff, contractors, and regular speakers who represent the association.

3Definitions

Conflict of interest. A situation where a covered person's own interest, or the interest of a family member or a business they are tied to, could affect, or could reasonably look like it affects, their judgment on an association matter.

Financial interest. Any of the following, held directly or through a family member, trust or entity:

1. BSV holdings above the threshold. Holding BSV, or tokens or positions whose value depends mainly on BSV, with a market value above [threshold to be set by reviewers; a starting point is US$10,000] on the date of disclosure. Locked coins count.
2. Ownership or investment in any business that mines BSV, runs a BSV exchange, broker, custodian, wallet, payment processor, index or data service, or builds on BSV for profit.
3. Employment, office or contract with any exchange, broker, custodian, miner or mining pool, market maker, index provider, ETF sponsor, or other venue or service provider, whether or not it supports BSV today.
4. Paid advocacy. Being paid, in money, tokens, equity or in kind, by anyone to promote BSV, a BSV business, a token, a venue, or a position on any matter before the association. This includes paid posts, sponsored Spaces, ambassador or affiliate deals, and referral fees.
5. Compensation arrangements with the association itself or with any party that does business with it.
6. Litigation interests. Being a party to, funding, or having a financial stake in any lawsuit or claim involving an exchange, custodian, or another BSV ecosystem body.
7. Gifts and hospitality above [US$250] in a year from anyone who does or seeks business with the association.

Family member. A spouse or domestic partner, parent, child, sibling, and the spouse or partner of any of them, and anyone living in the same household.

Related party. A covered person, a family member, or an entity in which either holds more than 5 percent ownership or serves as director, officer or employee.

Matter. Any decision, vote, contract, payment, appointment, public statement, venue application or partnership the association takes up.

4Disclosure

Annual statement. Each covered person files a written disclosure statement when they take on the role and every year after, by a date the board sets. The statement lists every financial interest and every related party that could touch association business. A suggested form is in Appendix A.

Updates. A covered person updates their statement within 30 days of any material change, such as a new job, a large BSV purchase or sale, or a new paid arrangement.

Disclosure on each matter. Before the board, a committee or a working group discusses a matter, each covered person present says whether they have a conflict on it. They disclose the nature of the interest. They do this even if it is already on their annual statement. If a conflict comes up during the discussion, they say so at once.

Who sees statements. The board and counsel see every full statement. The association publishes a summary for each director and officer: categories of interest (for example, "holds BSV above threshold", "employed by an exchange"), without amounts or private details, except for the public lock disclosure in section 10.

5Recusal procedure

When a covered person has a conflict on a matter:

1. Disclose. They state the conflict before the discussion.
2. Answer questions. The chair may ask them to give facts or answer questions.
3. Leave. They leave the meeting, or the call, for the discussion and the vote. In the group chat or by written consent, they do not take part in the thread or vote.
4. No influence. They do not try to influence the decision, before or after, in any setting.
5. Decision by disinterested members. The remaining disinterested directors or members decide whether a conflict exists, if anyone disputes it, and then decide the matter. They consider whether a better option is available without the conflict.
6. Quorum. A conflicted person counts toward quorum only if the bylaws and state law allow it. Reviewers to confirm.

Holding BSV on its own is not a conflict for ordinary association business. Nearly every leader holds some, and the association's purpose is to support the BSV ecosystem as a whole. Recusal is needed when a matter affects a person's interest differently from BSV holders in general. Examples: a contract with their employer, a venue application where they work at the venue, a payment to their business, or a statement about a lawsuit they are part of.

6Documentation in minutes

The minutes of each meeting record:

• the names of people who disclosed a conflict, and the nature of the interest;
• whether the disinterested members found a conflict;
• who left the room for the discussion and vote;
• the alternatives considered;
• the vote, by name, of the disinterested members.

Minutes are approved at the next meeting. Public minutes, and the monthly hash of the minutes to the BSV chain, include the conflict record. Private details, such as amounts, are kept in a confidential annex seen by the board and counsel.

7Related-party transactions

A related-party transaction is any contract, payment, loan, grant, purchase, sale, sponsorship or paid engagement between the association and a related party.

• The association makes no loans to directors or officers.
• Any related-party transaction needs approval in advance by a majority of disinterested directors, after full disclosure.
• The board gets comparable market information first, such as other quotes or published rates, and records it.
• The transaction must be fair and reasonable to the association.
• Every approved related-party transaction is listed in the published budget, with the party's name, the amount, and the purpose.
• Unpaid volunteer work by a related party is not a transaction, but any reimbursement is.

8Specific situations for this association

Exchange, custodian and miner employees. A covered person who works for, or is paid by, an exchange, custodian, miner or mining pool does not represent the association in any contact with that business or its direct competitors on listing, custody or mining matters. They may give technical facts if asked.

Paid advocates. Anyone paid to promote BSV, a token or a venue discloses it publicly whenever they speak for the association, including on the weekly Space.

Litigation. Consistent with the association's no-litigation commitment, a covered person with a litigation interest against an exchange does not take part in any association matter involving that exchange.

Trading. Covered persons do not trade BSV on information they learn through association work before it is public, such as a pending venue decision.

9The founder's pseudonymity

The association's founder hosts its public Spaces under the pseudonym "Nancy" (@NasdaqNancy). The founder has chosen to remain pseudonymous in public. The association respects that choice.

Pseudonymity in public cannot mean anonymity to the people responsible for the association. So:

1. Disclosure to the board and counsel. The founder discloses their legal name, employer, role, and any employer rules on outside activity to every director and to counsel, in writing, before the association is formed or before the founder takes part in any board matter.
2. Annual statement. The founder files the same annual disclosure statement as any covered person. The board and counsel review it.
3. Employer conflicts. If the founder works in financial services, the board and counsel decide whether that employment creates a conflict on any matter, and the founder recuses where needed.
4. Confidentiality. Directors and counsel keep the founder's identity confidential, unless the law requires disclosure or the founder agrees.
5. No signing authority under a pseudonym. The founder does not sign contracts, filings or public statements for the association under the pseudonym. A named officer signs. Today that officer is John Calhoun (@johncalhooon), Director.
6. Public statement. The association states publicly that the founder is pseudonymous, that their identity is known to the board and counsel, and that the founder files conflict disclosures like every other leader.

10Directors' BSV locks

The bylaws may require each director to hold BSV as a condition of a board seat, locked in the director's own wallet until a set block height. (Holding is a board requirement, not a voting requirement for members.) If adopted:

• Each director publicly discloses the amount locked, the transaction ID of the lock, and the unlock block height.
• The disclosure is posted on the association's site and included in the monthly chain-hashed record.
• Any early unlock, transfer or change is disclosed publicly within 7 days.
• Locks held through a nominee, family member or entity are disclosed as the director's own.
• The lock disclosure does not replace the annual statement. Holdings above the threshold outside the lock are disclosed there.

11Violations

If the board has reason to believe a covered person failed to disclose a conflict or follow this policy:

1. The board tells the person and gives them a chance to explain.
2. The disinterested directors, with counsel, decide whether a violation happened.
3. If it did, the board may take corrective action. That can include a warning, recusal from a class of matters, removal from a committee or working-group role, a request to resign, or removal from office under the bylaws.
4. The board may void or renegotiate any transaction approved without proper disclosure, where the law allows.
5. The board records the outcome in the minutes and, where it affects the public record, in the claims ledger.

Good-faith mistakes that are promptly corrected are treated as mistakes. Disagreeing with leadership is never a violation of this policy.

12Annual review and acknowledgment

Each covered person signs a statement each year that they have received, read and agree to follow this policy, and that their disclosure is complete. The board reviews the policy each year with counsel. The association will report the review on its IRS Form 990 as the form requires.

App. AAnnual disclosure statement (outline)

1. Name, role, date.
2. BSV and BSV-linked holdings above the threshold (yes or no; amount in the confidential annex).
3. Employment, offices and contracts with any exchange, broker, custodian, miner, pool, market maker, index provider or ETF sponsor.
4. Ownership above 5 percent, or board or officer roles, in any BSV business.
5. Paid advocacy, sponsorship, ambassador or affiliate arrangements in the past 12 months.
6. Litigation interests involving exchanges or BSV ecosystem bodies.
7. Gifts and hospitality above the limit.
8. Family members' interests in any of the above.
9. Any other interest that could reasonably look like a conflict.
10. Signature and acknowledgment.