This Code of Conduct (the “Code”) is a set of principles to govern the conduct of the members of the Board of Directors (the “Board”) of U.S. Green Building Council (“USGBC”). Members of the Board have certain fiduciary duties under the laws of the District of Columbia, as well as under common law, including the duties of care, loyalty and obedience. By serving as a member of the Board, members assume responsibility for leadership, thoughtful judgment, and advancement of USGBC programs and activities. A position on the Board is not an honorary post but a position with inherent duties and responsibilities. Membership on the Board imposes the duty to serve as a fiduciary for the organization, including promoting USGBC’s effectiveness in carrying out its Mission, Guiding Principles and Strategic Plan goals. Maintaining the standard set forth in this Code is critical to the credibility and function of USGBC. Accordingly, all members of the Board shall comply with this Code of Conduct at all times.