Conflict of interest clauses in the bylaws

Article 3 section 5 states that Directors shall serve without compensation

Atricle 4 section 10 stats that Officers shall serve without compensation.

This organization has adopted a conflict of interest policy that controls the approval of salaries to directors, officers, and other disqualified persons as defined in Section 4958 of the Internal Revenue Code. See Article 9, as well as Article 3, Section 6, and Article 4, Section 10, of the bylaws. Also, Article 9, Section 5, of this organization's bylaws applies additional conflict of interest requirements on the board and compensation committee when approving compensation arrangements.

Article 9, Section 3, of this organization's bylaws requires the approval of compensation of directors, officers, and any disqualified person as defined in Section 4958 of the Internal Revenue Code in advance after full disclosure of the surrounding facts and approval by disinterested members of the governing board or committee and prior to entering into the compensation agreement or arrangement. Further, Article 9, Section 5(a), of this organization's bylaws requires specific approval of compensation arrangements prior to the first payment of compensation under such arrangements.

Article 9, Section 4, of the organization's bylaws require the taking of written minutes of meetings at which compensation paid to any director, officer, or other disqualified person as defined in Section 4958 of the Internal Revenue Code, are approved. The minutes must include the date and the terms of the approved compensation arrangements. Further, and specifically with respect to the approval by the board or compensation committee of compensation arrangements, Article 9, Section 5(d), of the organization's bylaws requires the recordation of the date and terms of compensation arrangements as well as other specific information concerning the basis for the approval of compensation arrangements.

Article 9, Section 4, of the organization's bylaws requires the written recordation of the approval of compensation and other financial arrangements between this organization and a director, officer, employee, contractor, and any other disqualified person as defined in Section 4958 of the Internal Revenue Code, including the names of the persons who vote on the arrangement and their votes. Further, and specifically with respect to the approval by the board or compensation committee of compensation arrangements, Article 9, Section 5( d), of the organization's bylaws requires the recordation of the board or committee who were present during discussion of the approval of compensation arrangements, those who voted on it, and the votes cast by each board or committee member.

Article 9, Section 5( c), of the organization's bylaws requires that the board or compensation committee considering the approval of a compensation arrangement obtain compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions; the availability of similar services in the geographic area of this organization; current compensation surveys compiled by independent firms; and actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement. This article also provides that it is sufficient for these purposes to rely on compensation data obtained from three comparable organizations in the same or similar communities for similar services if this organization's three-years average gross receipts are less than $ 1 million (as allowed by IRS Regulation 53.4958-6).

Article 9, Section 5( d), of the organization's bylaws requires that the written minutes of the board or compensation committee meeting at which a compensation arrangement was discussed and approved include the terms of compensation and the basis for its approval. This bylaw provision includes a list of specific information that must be included in the required written minutes.

The board of directors of this organization has adopted bylaws that contain a conflicts of interest policy. The policy is set out in Article 9 of the attached bylaws. This policy is based on the sample conflict of interest policy contained in Appendix A of the official instructions to IRS Form 1023. The organization has added additional requirements in Article 9, Section 5, of its bylaws for the approval of compensation arrangements that are based on the additional requirements contained in IRS Regulation Section 53.4958-6 to help ensure that all compensation arrangements are made by disinterested members of the organization's board or a duly constituted compensation committee of the board and are fair, reasonable, and in furtherance of the tax-exempt purposes of this organization.