Citiwide Computer Training Center

Pursuant to Section 29-301.99 of the

District of Columbia Nonprofit Corporation Act

The undersigned, being the directors of Citiwide Computer Learning Center, a District of Columbia nonprofit corporation (the “Corporation”), DO HEREBY CONSENT to the adoption of, and DO HEREBY ADOPT, the resolutions hereinafter set forth pursuant to Section 29-301.99 of the District of Columbia Nonprofit Corporation Act with the same force and effect as if they had been duly adopted at an annual meeting of directors of the Corporation duly called and held for such purposes, and DO HEREBY DIRECT the Secretary of the Corporation to file this consent with the minutes of proceedings of directors of the Corporation.

ADOPTION OF BYLAWS

WHEREAS, the directors of the Corporation deems it to be in the best interest of the Corporation to adopt the Corporation’s Bylaws in the form attached hereto as Exhibit A (the “Bylaws”); and

NOW, THEREFORE, IT IS HEREBY:

RESOLVED, that the directors deems it advisable to adopt the Bylaws of the Corporation substantially as set forth in the Bylaws attached hereto as Exhibit A; and further

RESOLVED, that the officers of the Corporation be, and hereby are, authorized and directed to execute the Bylaws by and on behalf of the Corporation, and file the Bylaws with the corporate records of the Corporation as required by the District of Columbia Nonprofit Corporation Act; and further

RESOLVED, that the officers of the Corporation be, and hereby are, authorized and directed to execute and deliver by and on behalf of the Corporation such other documents, certificates, instruments, and agreements, and to take such actions as they deem necessary or appropriate in connection with the foregoing resolutions or the transactions contemplated thereby; and further

RESOLVED, that any actions of the officers or directors of the Corporation taken prior to the date of this consent, which would be authorized by the foregoing resolutions if taken after the date hereof, be, and hereby are, ratified, adopted and approved as of the date such actions were taken.

ADOPTION OF CONFLICT OF INTEREST POLICY

WHEREAS, the directors of the Corporation deems it to be in the best interest of the Corporation to adopt a conflict of interest policy in the form attached hereto as Exhibit B (the “Conflict Policy”); and

NOW, THEREFORE, IT IS HEREBY:

RESOLVED, that the directors deems it advisable to adopt the Conflict Policy of the Corporation substantially as set forth in the Conflict Policy attached hereto as Exhibit B; and further

RESOLVED, that the officers of the Corporation be, and hereby are, authorized and directed to execute the Conflict Policy by and on behalf of the Corporation, and file the Conflict Policy with the corporate records of the Corporation as required by the District of Columbia Nonprofit Corporation Act; and further

ADOPTION AND RATIFICATION OF CORPORATE ACTION

WHEREAS, the officers and directors of the Corporation see each other on a regular basis and regularly discuss the business and affairs of the Corporation; and

WHEREAS, the prior actions by the directors of the Corporation have been kept up to date informally from time to time, and it is the desire of the directors of the Corporation to hereby formalize such actions.

NOW, THEREFORE, BE IT

RESOLVED, that, as of the date of this consent, any corporate action taken on or prior to the date hereof by the directors of the Corporation in their capacity as directors of the Corporation be, and the same hereby is, ratified and adopted; and further

RESOLVED, that, as of the date of this consent, any corporate action taken on or prior to the date hereof by the officers of the Corporation in their capacity as officers of the Corporation and previously disclosed to the directors of the Corporation be, and the same hereby is, ratified and adopted.

This written consent may be executed in several counterparts (including facsimile counterpart signature pages), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

This consent was executed on the date indicated below but these actions and resolutions are effective as of the 5th day of July, 2008.

Helen A. Enob

Alex I. Onyenwe

Eric E. Clarke

Dominic Casareale

Efiong Eyo

Anthony E. Chuukwu

ALL OF THE DIRECTORS

EXHIBIT A

BYLAWS

BYLAWS

Citiwide Computer Training Center

(A District of Columbia Nonprofit Corporation)

PREAMBLE

Citiwide Computer Training Center (hereafter referred to as the “Corporation”) has been established to help underprivileged people acquire the education and skills they need to succeed in our technology driven society and other such charitable organizations exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), and to do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of its directors or officers, and not to the extent such act or thing is inconsistent with Section 501(c)(3) of the Code.

ARTICLE I – NAME AND ORGANIZATION

SECTION 1. Name. The name of the Corporation shall be Citiwide Computer Training Center.

SECTION 2. No Capital Stock. The Corporation shall have no capital stock, its objectives and purpose being solely of a benevolent character and not for pecuniary gain or profit to its members. No part of the income or assets of the Corporation shall inure to the benefit of any individual or group member.

SECTION 3. Organization. Citiwide Computer Training Center is organized exclusively for charitable and educational purposes.

ARTICLE II – MEMBERS

SECTION 1. Members. The Corporation shall have Members as follows:

Class A: Regular Members: Regular voting membership in the corporation is limited to persons or firms who pay regular dues and are engaged in the development of computer skills and educational progress of the inhabitants of the community. Regular members may serve as directors of the Corporation and hold office.

Class B: Ordinary Members: Ordinary membership is available to persons or firms interested in improving the living standards of our community. Ordinary membership does not confer any voting rights or eligibility to serve as a director of or hold office in the Corporation. Dues and other terms of ordinary membership may be specified by the Board of Directors at their discretion.

Class C: Affiliate Members: Affiliate membership is available to educators and government officials having a special interest in the education industry and in the community. Affiliate membership does not confer any voting rights or eligibility to serve as a director of or hold office in the Corporation. Dues and other terms of affiliate membership may be specified by the Board of Directors at their discretion.

Class D: Life and Honorary Members: Life and honorary membership is conferred upon individuals or firms according to terms specified by the Board of Directors. Life and honorary membership does not confer any voting rights or eligibility to serve as a director of or hold office in the Corporation. No dues are paid by life or honorary members.

SECTION 2. Resignation. Any member may resign upon filing a written resignation with the Board of Directors; however, resignation does not relieve a member from liability for dues accrued and unpaid as of the date of resignation.

SECTION 3. Removal. Any member may be expelled or removed for adequate reason by a two-thirds vote of the Board of Directors. Failure to pay dues or to meet the criteria for membership is presumed to be adequate reason for expulsion and does not require advance written notice to the member nor does it require deliberation by the Board. Any member proposed for expulsion for any other reason shall be given advance written notice including the reason for the proposed expulsion, opportunity to contest the proposed expulsion in writing or in person before the Board of Directors, and final written notice of the Board’s final decision.

ARTICLE III - OFFICES

SECTION 1. Principal Office. The principal office of the Corporation shall be 3636 16th St. N.W., Washington, DC 20010.

SECTION 2. Other Offices. The Corporation may also have an office or offices other than said registered office at such place or places, either within or without the District of Columbia, as the Board of Directors shall from time to time determine or the business of the Corporation may require.

ARTICLE IV- BOARD OF DIRECTORS

SECTION 1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation, and each director shall have one vote in Corporate matters considered by the Board of Directors.

SECTION 2. Number and Qualifications. The number of Directors shall be not less than

two (2) and not more than ten (10). The initial Directors of the Corporation shall be set forth in the

Articles of Incorporation. The number of Directors may be increased or decreased from time to time

at the discretion of the current full Board of Directors; provided, however, that no decrease in number shall have the effect of shortening the term of any incumbent Director.

SECTION 3. Place of Meetings. Meetings of the Board of Directors shall be held at such

place or places, within or without the District of Columbia, as the Board of Directors may from time to time determine or as shall be specified in the notice of any such meeting.

SECTION 4. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors may fix. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day. Notice of regular meetings of the Board of Directors need not be given except as otherwise required by statute or these Bylaws.

SECTION 5. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President, or by one or more directors of the Corporation.

SECTION 6. Notice of Meetings. Notice of each special meeting of the Board of Directors (and of each regular meeting for which notice shall be required) shall be given by the Secretary as hereinafter provided in this Section 6, in which notice shall be stated the time and place of the meeting. Except as otherwise required by these Bylaws, such notice need not state the business to be transacted at, or the purposes of, such meeting. Notice of each such meeting shall be mailed, postage prepaid, to each director, addressed to the director at the director’s residence or usual place of business, by first class mail, at least two days before the day on which such meeting is to be held, or shall be sent addressed to him at such place by telegraph, cable, telex, telecopier or other similar means, or be delivered to him personally or be given to him by telephone or other similar means, at least twenty-four hours before the time at which such meeting is to be held. Notice of any such meeting need not be given to any director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting, except when he shall attend for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 7. Quorum and Manner of Acting. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Except as otherwise expressly required by statute or the Articles of Incorporation or these Bylaws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn such meeting to another time and place. Notice of the time and place of any such adjourned meeting shall be given to all of the directors unless such time and place were announced at the meeting at which the adjournment was taken, in which case such notice shall only be given to the directors who were not present thereat. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. The directors shall act only as a Board and the individual directors shall have no power as such.

SECTION 8. Organization. At each meeting of the Board of Directors, the Chairman of the Board or, in the absence of the Chairman of the Board or if one shall not have been elected, the President (or, in the President’s absence, another director chosen by a majority of the directors present) shall act as chairman of the meeting and preside thereat. The Secretary or, in the Secretary’s absence, any person appointed by the chairman shall act as secretary of the meeting and keep the minutes thereof.

SECTION 9. Resignations. Any director of the Corporation may resign at any time by giving written notice of the director’s resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 10. Vacancies. Any vacancy in the Board of Directors, whether arising from death, resignation, removal (with or without cause), or any other cause, an increase in the number of directors may be filled by the vote of a majority of the directors then in office, though less than a quorum, or by the sole remaining director. Each director so elected shall hold office until a successor shall have been elected and qualified.

SECTION 11. Removal of Directors. Any director may be removed, either with or without cause, at any time, upon a two-thirds vote of all of the directors then in office.

SECTION 12. Nominations. Except for the initial Board of Directors, candidates for election to the Board of Directors shall be recommended at any regular or special meeting by any current Director or Regular Member of the Corporation.

SECTION 13. Election. Each director of the Board of Directors shall be elected by a majority of the Regular Members present at any regular or special meeting.

SECTION 14. Reimbursement. The Board of Directors shall have the authority to fix the

reimbursement of fees and expenses, if any, of directors for services to the Corporation in any capacity.

SECTION 15. Action by Consent. Unless restricted by the Articles of Incorporation, any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or such committee, as the case may be, whether done before or after the action so taken.

SECTION 16. Telephonic Meeting. Unless restricted by the Articles of Incorporation, any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications device which allows all persons participating in the meeting to hear each other. Participation in a meeting by such means shall be deemed presence in person at such meeting.

ARTICLE V - COMMITTEES

SECTION 1. Committees of the Board of Directors. The Board of Directors, by a vote of a

majority of the whole Board, may from time to time designate committees of the Board of Directors,

with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the

Board of Directors and shall, for those committees and any others provided for herein, elect a Director or Directors to serve as the member or members, and designate, if it desires, other Directors

as alternative members who may replace any absent or disqualified member at any committee meeting. In the absence or disqualification of any member or alternate member, the member or members of the committee present and not disqualified from voting, whether or not they constitute a

quorum, may by unanimous vote appoint another Director to act in place of the absent or disqualified

committee member.

SECTION 2. Conduct of Business. Each committee may determine the procedural rules for

meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all

meetings; one-third (1/3) of the members shall constitute a quorum unless the committee shall consist of one (1) or two (2) members, in which event one (1) member shall constitute a quorum; and

all matters shall be determined by a majority vote of the members present. Action may be taken by

any committee without a meeting if all members so consent in writing, and the writing or writings

are filed with the minutes of the proceedings of the committee.

ARTICLE VI - OFFICERS

SECTION 1. Number and Qualifications. The officers of the Corporation shall be elected by the Board of Directors and shall include the President, Vice-President, the Secretary and the Treasurer. If the Board of Directors wishes, it may also elect as an officer of the Corporation a Chairman of the Board and may elect more Vice-presidents, and other officers (including one or more Assistant Treasurers and one or more Assistant Secretaries) as may be necessary or desirable for the business of the Corporation. Any two or more offices may be held by the same person.

SECTION 2. Term of Office. Each officer shall hold office until the next annual meeting of the Board of Directors and until a successor is appointed, unless such officer be removed or until a successor shall have been duly elected and shall have qualified, or until the officer’s death, resignation, or removal, as hereinafter provided in these Bylaws.

SECTION 3. Resignations. Any officer of the Corporation may resign at any time by giving written notice of the officer’s resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

SECTION 4. Removal of Officers. Any officer of the Corporation may be removed, either with or without cause, at any time, by a two-thirds vote of all directors then in office.

SECTION 5. Chairman of the Board. The Chairman of the Board, if one shall have been elected, shall be a member of the Board, and may be an officer of the Corporation and, if present, shall preside at each meeting of the Board of Directors. He shall advise and counsel with the President, and in the President’s absence with other executives of the Corporation, and shall perform such other duties as the Board of Directors may from time to time assign. The Chairman of the Board shall have the authority, only in conjunction with the Treasurer of the Corporation, to sign check disbursements.

SECTION 6. The President. The President shall be the chief executive officer of the Corporation. He shall, in the absence of the Chairman of the Board or if a Chairman of the Board shall not have been elected, preside at each meeting of the Board of Directors. He shall perform all duties incident to the office of President and chief executive officer and such other duties as may from time to time be assigned to him by the Board of Directors. The President shall have the authority, only in conjunction with the Treasurer of the Corporation to sign check disbursements.

SECTION 7. Vice-President. Each Vice-President shall perform all such duties as from time to time may be assigned to him by the Board of Directors or the President. At the request of the President or in the President’s absence or inability or refusal to act, the Vice-President, or if there shall be more than one, the Vice-Presidents in the order determined by the Board of Directors (or if there be no such determination, then the Vice-Presidents in the order of their election), shall perform the duties of the President, and, when so acting, shall have the powers of and be subject to the restrictions placed upon the President in respect of the performance of such duties.

SECTION 8. Treasurer. The Treasurer shall

(a) have charge and custody of, and be responsible for, all the funds and securities of the

Corporation;

(b) keep full and accurate accounts of receipts and disbursements in books belonging to

the Corporation;

the investments of its funds in such depositaries as may be designated by the Board of Directors or pursuant to its direction;

(d) receive, and give receipts for, moneys due and payable to the Corporation from any

source whatsoever;

(e) disburse the funds of the Corporation, taking proper vouchers therefor, provided

however, that check disbursements shall be made only with the additional signature of either the Chairman of the Board or the President;

(f) render to the Board of Directors, whenever the Board of Directors may require, an

account of the financial condition of the Corporation; and

(g) prepare and file, or cause to be prepared and filed, all required local, state, and federal

tax returns, information tax returns, other tax statements, or annual reports on behalf of the Corporation; and

(h) in general, perform all duties incident to the office of Treasurer and such other duties

as from time to time may be assigned to him by the Board of Directors.

SECTION 9. Secretary. The Secretary shall

(a) keep or cause to be kept in one or more books provided for the purpose, the minutes of all meetings of the Board of Directors and the committees of the Board of Directors;

(b) see that all notices are duly given in accordance with the provisions of these Bylaws and as required by law;

(c) be custodian of the records and the seal of the Corporation and affix and attest the seal to all documents to be executed on behalf of the Corporation under its seal;

(d) see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and

(e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 10. Officers’ Bonds or Other Security. If required by the Board of Directors, the Corporation shall bear the expense of providing a bond or other security for any officer of the Corporation in respect of the faithful performance the duties of the respective office, in such amount and with such surety as the Board of Directors may require.

SECTION 11. Reimbursement. The Board of Directors shall have the authority to fix the reimbursement of fees and expenses, if any, of officers for services to the Corporation in any capacity.

ARTICLE VII - GENERAL PROVISIONS

SECTION 1. Grants. The Board of Directors may authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation, to make any grants, contributions or otherwise render financial assistance.

SECTION 2. Seal. The seal of the Corporation shall be in such form as shall be approved by the Board of Directors.

SECTION 3. Fiscal and Tax Year. The fiscal and tax year of the Corporation shall end on December 31 each year unless otherwise determined by resolution of the Board of Directors.

SECTION 4. Checks, Notes, Drafts, etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by the Treasurer of the Corporation in conjunction with either the Chairman of the Board or the President, or by an officer or officers authorized by the Board of Directors to make such designation.

SECTION 5. Execution of Contracts, Deeds, etc. The Board of Directors may authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 6. Loans. The Board of Directors may prospectively authorize the Chairman or any other officer or agent of the Corporation (i) to effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual; (ii) for such loans and advances, to make, execute and deliver promissory notes, bonds and other certificates or evidences of indebtedness of the Corporation; and (iii) when authorized, to do so, pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances. No loans shall be made by the Corporation to any director or officer of the Corporation.

SECTION 7. Voting of Stock in Other Corporations. Unless otherwise provided by resolution of the Board of Directors, the Chairman of the Board or the President, from time to time, may (or may appoint one or more attorneys or agents to) cast the votes which the Corporation may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose shares or securities may be held by the Corporation, at meetings of the holders of the shares or other securities of such other corporation. In the event one or more attorneys or agents are appointed, the Chairman of the Board or the President may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent. The Chairman of the Board or the President may, or may instruct the attorneys or agents appointed to, execute or cause to be executed in the name and on behalf of the Corporation and under its seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the circumstances.

SECTION 8. Gifts. The Board of Directors may authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation, to accept any contribution, gift, bequest or devise, for the general purposes of or for any special purpose of the Corporation, and such authority may be general or confined to specific instances.

SECTION 9. Reliance upon Books, Reports and Records. Each Director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such Director or committee member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 10. Notices. Except as otherwise specifically provided herein or required by law, all notices required to be given to any Director, officer, employee, or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by prepaid telegram or mailgram or by facsimile transmission. Any such notice shall be addressed to such Director, officer, employee, or agent at his or her last known address as the same appears on the books of the Corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails or by telegram or mailgram or by facsimile transmission, shall be the time of the giving of the notice.

Section 11. Waivers. A written waiver of any notice, signed by a Director, officer, employee or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such Director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.

ARTICLE VIII - INDEMNIFICATION

Section 1. Right to Indemnification. To the extent to which a person is, or was, a Director, officer, employee or other agent of the Corporation, and has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure judgment against such person by reason of the fact that he or she is, or was, an agent of the Corporation, such indemnitee shall be indemnified to the fullest extent permissible under applicable law against expenses actually and reasonably incurred in connection with such a proceeding. With respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

Section 2. Settlements. To the extent an indemnitee settles any claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by the Corporation to the extent allowed by, and in accordance with, the requirements of applicable law.

Section 3. Insurance. The Board of Directors shall authorize the purchase and maintenance of insurance on behalf of any agent of the Corporation (including a Director, officer, or employee) against any liability, to extent permissible under applicable law, incurred by the agent in such capacity or arising out of such person’s status as an agent of the Corporation, whether or not the Corporation would have the power under applicable law to indemnify the agent against such liability.

Section 4. Non-Exclusivity of Rights. The rights to indemnification conferred in this ARTICLE VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation's Articles of Incorporation, Bylaws, agreement, vote of disinterested Directors or otherwise.

Section 5. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification to any employee or other agent of the Corporation to the fullest extent of the provisions of this ARTICLE VIII with respect to the indemnification of Directors and officers of the Corporation.

ARTICLE IX – AMENDMENTS

These Bylaws may be amended or repealed, or new Bylaws adopted, by action of the Board of Directors at an annual, regular, or special meeting thereof, as provided in Section 7 of Article IV.

EXHIBIT B

CONFLICT OF INTEREST POLICY

CITIWIDE COMPUTER TRAINING CENTER

CONFLICT OF INTEREST POLICY

ARTICLE I

PURPOSE

The purpose of the conflict of interest policy is to protect the Citiwide Computer Training Center’s (the “Organization”) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state, including the District of Columbia, and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

ARTICLE II

DEFINITIONS

1. Interested Person

Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

2. 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 any entity with which the Organization has a transaction or arrangement,

b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or

c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

ARTICLE III

PROCEDURES

1. Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest

a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy

a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

ARTICLE IV

RECORDS OF PROCEEDINGS

The minutes of the governing board and all committees with board delegated powers shall contain:

1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

ARTICLE V

COMPENSATION

1. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

ARTICLE VI

ANNUAL STATEMENTS

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

1. Has received a copy of the conflicts of interest policy,

2. Has read and understands the policy,

3. Has agreed to comply with the policy, and

4. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

ARTICLE VII

PERIODIC REVIEWS

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

ARTICLE VIII

USE OF OUTSIDE EXPERTS

When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

ARTICLE IX

CONFIDENTIALITY

All information concerning actual or potential conflicts of interest on the part of any director, principal officer, or member of a committee with governing board delegated powers shall be held in confidence unless the best interests of the Organization or legal process dictate otherwise. Any disclosure beyond the members of the governing board shall take place only upon the affirmative vote of a majority of the governing board.