Conflict of Interest Policy

Article I

Definitions

A. An &quot;Interested Person&quot; shall be any director or officer who has a direct or indirect

financial interest in a transaction, as defined below.

B. A person has a &quot;financial Interest” if the person has, directly or indirectly, through

business, investment, or family:

1. An ownership or investment interest in any entity with which the Corporation has

a transaction or arrangement;

2. A compensation arrangement with the Corporation or with any entity or

individual with which the Corporation has a transaction or arrangement; or

3. A potential ownership or investment interest in, or compensation arrangement

with, any entity or individual with which the Corporation is negotiating a transaction or

arrangement.

Article II

Procedures

A. 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 considering the proposed transaction or

arrangement.

B. 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 or

she shall leave the board meeting while the determination of a conflict of interest is discussed

and voted upon.

C. Procedures for Addressing the conflict of interest.

1. An interested person may make a presentation at the board meeting, but after the

presentation, he or she shall leave the meeting during the discussion of and the vote on the

transaction or arrangement involving the possible conflict of interest.

2. The board shall appoint a disinterested person or committee to investigate

alternatives to the proposed transaction or arrangement.

3. After exercising due diligence, the board shall determine whether the Corporation

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.

4. If a more advantageous transaction or arrangement is not reasonably possible

under circumstances not producing a conflict of interest, the board shall determine by a vote of

the disinterested directors whether the transaction or arrangement is in the Corporation’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.

D. Violations of the Conflict of interest policy.

1. If the board 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.

2. If, after hearing the member’s response and after making further investigation as

warranted by the circumstances, the board determines the member has failed to disclose an actual

or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article III

Records of Proceedings

The minutes of the board shall contain:

A. 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 board’s decision as to whether a conflict of interest in fact existed.

B. The names of the persons who were present for discussions and votes relating to

the transaction or arrangement, the contents 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 IV

Compensation

A. A voting member of the board who receives compensation, directly or indirectly,

from the Corporation for services is precluded from voting on matters pertaining to that

member’s compensation.

B. No voting member of the board who receives compensation, directly or indirectly,

from the Corporation,, either individually or collectively, is prohibited from providing

information to the board regarding compensation.

Article V

Statement of compliance

Each director and officer of the Corporation shall sign a statement which affirms that

such person:

A. Has received a copy of this conflict of interest policy;

B. Has read and understands the policy;

C. Has agreed to comply with the policy; and

D. Understands that the Corporation is a charitable corporation and in order to

maintain its federal tax exemption must engage primarily in activities which accomplish one or

more of its tax-exempt purposes.

Article VI

Reviews

To ensure the Corporation operates in a manner consistent with charitable purposes and

does not engage in activities that could jeopardize its tax-exempt status, the Corporation shall

conduct periodic reviews including at a minimum:

A. Whether compensation arrangements and benefits, if any, are reasonable, based

on competent survey information and the result of arm’s length bargaining, provided, however,

that if there are no compensation agreements, the Corporation shall have no obligation to

conduct such a review.

B. Whether partnerships, joint ventures and arrangements with management

organizations, if any, conform to the Corporation’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, provided,

however, that if there are no partnerships, joint ventures and arrangements with management

organizations, the Corporation shall have no obligation to conduct such a review.

2. RESOLVED, that this Action by Unanimous Written Consent may be executed in

counterparts, and that faxed signatures shall be as valid as original signatures, and that this

Action shall be binding upon the signature of the last director.

Statement of Compliance

1. The undersigned have receive a copy of the conflict of interest policy.

2. The undersigned have read and understand the policy.

3. The undersigned have agreed to comply with the policy.

4. The undersigned understand that the Corporation 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.