Governance Policies

General

The compensation structure and systems of Fertilis Terrae (hereafter FT) will support the organization's mission, strategy, vision and values.

The compensation structure will be linked to an effective performance management system with individual growth and development as well as professional achievement goals. The goals will be accompanied by effective benchmarks for measuring success.

FT will pay for performance; skills and competencies; development and growth; and effective visible commitment to the organization.

The compensation system will reward truly outstanding performers and provide appropriate feedback to staff members who need improvement.

The compensation system will include annual adjustments to pay ranges based on changes in the marketplace (subject to financial constraints). Adjustments to individual base pay will be based on job performance and growth in mastering job competencies.

The compensation system will have a coherent structure based on pay practices consistent with our nonprofit mission and status, as well as industry standards.

The marketplace adequacy of the structure will be judged in terms of total compensation, including benefits; the total package will be competitive with the marketplace.

CEO-Specific

The Board will review CEO performance on an annual basis. Performance objectives for the coming year will be determined jointly by the CEO and the Board (in June of each year), with the explicit understanding that salary adjustments and any incentive opportunity(ies) will be based on performance against these objectives. The Board will clearly outline and communicate how performance will be linked to salary adjustments and any incentive opportunity(ies).

The CEO will annually prepare and submit to the Board a self-assessment of performance as input to the performance review. The CEO is required to submit the self-assessment within 60 days of his or her employment start date anniversary.

Compensation for the CEO will be set by the Compensation Committee of the Board with review by the full Board, and which will comply with all applicable legal standards.

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Article I - Purpose

The purpose of this Board conflict of interest policy is to protect Fertilis Terrae's interests when it is contemplating entering into a transaction or arrangement that might benefit the private interests of an officer or director of Fertilis Terrae or might result in a possible excess benefit transaction.

This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.

This policy is also intended to identify "independent" directors.

Article II - Definitions

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.

Financial interest -- A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

• An ownership or investment interest in any entity with which Fertilis Terrae has a transaction or arrangement,
• A compensation arrangement with Fertilis Terrae or with any entity or individual with which Fertilis Terrae has a transaction or arrangement, or
• A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which Fertilis Terrae 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.

Independent Director -- A director shall be considered "independent" for the purposes of this policy if he or she is "independent" as defined in the instructions for the IRS 990 form or, until such definition is available, the director:

1. is not, and has not been for a period of at least three years, an employee of Fertilis Terrae or an employee of any entity in which Fertilis Terrae has a financial interest does not directly or indirectly have a significant business relationship with Fertilis Terrae, which might affect independence in decision-making;
2. is not employed as an executive of another corporation where any of Fertilis Terrae's executive officers or employees serve on that corporation's compensation committee; and does not have an immediate family member who is an executive officer or employee of Fertilis Terrae or who holds a position that has a significant financial relationship with Fertilis Terrae.

Article III - Procedures

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 Board or Executive Committee.

Recusal of Self - Any director may recuse himself or herself at any time from involvement in any decision or discussion in which the director believes he or she has or may have a conflict of interest, without going through the process for determining whether a conflict of interest exists.

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 Board or Executive Committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or Executive Committee members shall decide if a conflict of interest exists.

Procedures for Addressing the Conflict of Interest

• An interested person may make a presentation at the Board or Executive 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.
• The Chairperson of the Board or Executive Committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
• After exercising due diligence, the Board or Executive Committee shall determine whether Fertilis Terrae 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.
• If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or Executive Committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in Fertilis Terrae'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.

Violations of the Conflicts of Interest Policy

If the Board or Executive 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.

If, after hearing the member's response and after making further investigation as warranted by the circumstances, the Board or Executive 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 Board and all committees with board delegated powers shall contain:

• 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 or Executive Committee's decision as to whether a conflict of interest in fact existed.
• 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

• A voting member of the Board who receives compensation, directly or indirectly, from Fertilis Terrae for services is precluded from voting on matters pertaining to that member's compensation.
• A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from Fertilis Terrae for services is precluded from voting on matters pertaining to that member's compensation.
• No voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from Fertilis Terrae, 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 Board delegated powers shall annually sign a statement which affirms such person:

1. Has received a copy of the conflict of interest policy,
2. Has read and understands the policy,
3. Has agreed to comply with the policy, and
4. Understands Fertilis Terrae in order to maintain its federal tax exemption must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Each voting member of the Board shall annually sign a statement which declares whether such person is an independent director.

If at any time during the year, the information in the annual statement changes materially, the director shall disclose such changes and revise the annual disclosure form.

The Board of Directors shall regularly and consistently monitor and enforce compliance with this policy by reviewing annual statements and taking such other actions as are necessary for effective oversight.

To ensure Fertilis Terrae 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:

• Whether compensation arrangements and benefits are reasonable, based on competent survey information (if reasonably available), and the result of arm's length bargaining.
• Whether partnerships, joint ventures, and arrangements with management organizations, if any, conform to Fertilis Terrae's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement or impermissible private benefit or in an excess benefit transaction.

Article VII - Use of Outside Experts

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

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Fertilis Terrae Inc., a Virginia non-stock, non-profit corporation (the "Company"), shall use its best efforts to retain records for the period of their immediate or current use and in accordance with this Record Retention and Document Destruction Policy (this "Policy"), unless longer retention is necessary for historical reference or to comply with contractual or legal requirements. Records and documents outlined in this Policy include paper, electronic files (including e-mail) and voicemail records regardless of where the document is stored, including network servers, desktop or laptop computers and handheld computers and other wireless devices with text messaging capabilities (collectively, "Documents").

Personnel of the Company shall not knowingly destroy any Document in violation of this Policy or with the intent to obstruct or influence an investigation or proper administration of any matter within the jurisdiction of any department agency of the United States or in relation to or contemplation of any such matter or case.

Documents that have been retained beyond the period indicated in the chart below may be destroyed periodically, taking into consideration constraints on storage space and staff time.

Notwithstanding the foregoing, if litigation is filed or government investigation is commenced against the Company, from the date such action is known to the Company, all destruction of Documents shall be suspended as promptly as is reasonable under the circumstances.

The Company's retention requirements for Documents under this Policy shall be as follows:

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Policy Statement

We will not sell, share or trade our donors' names or personal information with any other entity, nor send mailings to our donors on behalf of other organizations.

Scope

This policy applies to all information received by Fertilis Terrae, both online and offline, on any Platform ("Platform", includes the Fertilis Terrae website and mobile applications), as well as any electronic, written, or oral communications.

Third-Party Service Providers

To the extent any donations are processed through a third-party service provider, our donors' information will only be used for purposes necessary to process the donation.

Information We Collect

When you make a donation, we may collect personal information such as:

• Your name, address, and contact information
• Payment information (credit card numbers, bank account details)
• Donation amount and date
• Any special instructions or designations for your donation

How We Use Your Information

We use donor information for the following purposes:

• To process your donation and provide a receipt
• To send you acknowledgment and thank you letters
• To keep you informed about our activities and impact (unless you opt out)
• For internal record keeping and reporting
• To comply with legal requirements

Your Rights

As a donor, you have the right to:

• Request access to the personal information we hold about you
• Request corrections to any inaccurate information
• Request that we limit how we use your personal information
• Opt out of future communications at any time

Data Security

We take appropriate measures to protect your personal information:

• Physical, electronic, and managerial procedures to safeguard information
• Secure servers and encryption for online transactions
• Limited access to donor information on a need-to-know basis

Changes to This Policy

We may update this Donor Privacy Policy from time to time. Any changes will be posted on our website with an updated effective date.

Contact Us

If you have any questions about this Donor Privacy Policy or wish to exercise any of your rights, please contact us at:

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Purpose of Policy

The Board of Directors of Fertilis Terrae and its staff solicit current and deferred gifts from individuals, corporations and foundations to secure the future growth and advance the mission of the organization. This policy governs the acceptance of gifts by Fertilis Terrae and provides guidance to prospective donors and their advisors when making gifts to Fertilis Terrae. The provisions of this policy shall apply to all gifts received by Fertilis Terrae for any of its programs or services. Fertilis Terrae reserves the right to refuse a gift if it is determined to be in conflict with the organization's mission and/or acceptance of which can do possible harm to the organization's brand and reputation.

Use of Legal Counsel and Other Advisors

• Fertilis Terrae urges all prospective donors to seek the assistance of personal legal and financial advisors in matters relating to their significant gifts and any resulting tax and estate planning consequences.
• Fertilis Terrae shall seek the advice of legal counsel in matters relating to acceptance of gifts when appropriate.

Restrictions on Gifts

• Fertilis Terrae will accept unrestricted gifts, and gifts for specific programs and purposes, provided that such gifts are not inconsistent with its mission, purposes and priorities and the acceptance of which does not have the potential to harm the organization's brand and reputation.
• All gifts of less than $5,000 will be considered unrestricted except in specific instances at the discretion of Fertilis Terrae. Donor requests for how a contribution less than $5,000 will be used may be considered to better understand the donor's interest in Fertilis Terrae's services, but will not determine how their specific funds will be used and Fertilis Terrae will not be obligated to track and report on precise use of the funding.
• Fertilis Terrae will not accept gifts that are too restrictive in purpose. Gifts that are too restrictive are those that violate the terms of the corporate charter, gifts that are too difficult to administer, or gifts that are for purposes outside the organization's mission. If the Fertilis Terrae senior management team determines that a gift may be controversial or problematic in some way that should require Board involvement, the Executive Committee of the Board will be contacted for guidance.

Types of Gifts

Charitable gifts are frequently given to Fertilis Terrae due to the nature of the organization.

Refunds

Refunds of donations to Fertilis Terrae are available upon request within 30 days of processing the gift.

Acceptable Gifts

The following types of gifts are acceptable:

• Cash donations
• Tangible Personal Property
• Securities
• Real Estate
• Life Insurance Policies
• Charitable Gift Annuities
• Charitable Remainder Trusts
• Charitable Lead Trusts
• Retirement Plan Beneficiary Designations
• Bequests
• Life Insurance Policies Beneficiary Designations

Gifts Generally Accepted Without Review:

Cash. Cash gifts are acceptable in any form, including by check, money order, or online credit card donations.

Marketable Securities. Marketable securities may be transferred electronically to an account maintained at one or more brokerage firms or delivered physically with the transferor's endorsement or signed stock power (with appropriate signature guarantees) attached. All marketable securities will be sold promptly upon receipt unless otherwise directed by the Audit and Finance Committee. In some cases marketable securities may be restricted, for example, by applicable securities laws or the terms of the proposed gift; in such instances the decision whether to accept the restricted securities shall be made by the Executive Committee.

Charitable Lead Trusts. Fertilis Terrae will accept designation as an income beneficiary of charitable lead trusts.

Charitable Remainder Trusts. Fertilis Terrae will accept designation as a remainder beneficiary of charitable remainder trusts.

Bequests and Beneficiary Designations under Revocable Trusts, Life Insurance Policies, Commercial Annuities and Retirement Plans. Donors are encouraged to make bequests to Fertilis Terrae under their wills, and to name Fertilis Terrae as the beneficiary under trusts, life insurance policies, commercial annuities and retirement plans.

Gifts Accepted Subject to Prior Review

Certain forms of gifts or donated properties may be subject to review prior to acceptance. Examples of gifts subject to prior review include, but are not limited to:

Tangible Personal Property. The Executive Committee shall review and determine whether to accept any gifts of tangible personal property in light of the following considerations:

• Does the property further the organization's mission?
• Is the property marketable?
• Are there any unacceptable restrictions imposed on the property?
• Are there any carrying costs for the property for which the organization may be responsible?
• Is the title/provenance of the property clear?

Real Estate. All gifts of real estate are subject to review by the Executive Committee. Prior to acceptance of any gift of real estate other than a personal residence, Fertilis Terrae shall require an initial environmental review by a qualified environmental firm. In the event that the initial review reveals a potential problem, the organization may retain a qualified environmental firm to conduct an environmental audit. Criteria for acceptance of gifts of real estate include:

• Is the property useful for the organization's purposes?
• Is the property readily marketable?
• Are there covenants, conditions, restrictions, reservations, easements, encumbrances or other limitations associated with the property?
• Are there carrying costs (including insurance, property taxes, mortgages, notes, or the like) or maintenance expenses associated with the property?
• Does the environmental review or audit reflect that the property is damaged or otherwise requires remediation?

Life Insurance Policies. Fertilis Terrae will accept gifts of life insurance policies once it has been ascertained Fertilis Terrae is named as both beneficiary and irrevocable owner of the insurance policy. The donor must agree to pay, before due, any future premium payments owing on the policy. If the donor does not elect to make gifts to cover premium payments on the life insurance policy, Fertilis Terrae may:

• Continue to pay the premiums
• Convert the policy to paid up insurance, or
• Surrender the policy for its current cash value

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Fertilis Terrae Inc. (the "Organization") Privacy Policy ("Policy") was created to help you understand how the Organization collects and uses information that is collected online through the Organization's website: FertilisTerrae.org or that you submit to the Organization when making a donation. The Organization is committed to protecting your privacy. By using this Site, you agree to be legally bound by this Policy and the Terms of Use, as they may be amended from time to time. If you do not agree to this Policy or cannot form a legally binding contract, you are not permitted to use this Site.

This Policy may also cover information collected and used by the Organization via third party social media platforms, including, but not limited to, Facebook, Instagram, Twitter and YouTube.

Information Collected

This Site collects two types of information from you: (1) General Information; and (2) Personal Information. This information is used for the purposes for which it was collected (for example, responding to your requests, sending newsletters, administering surveys or processing donations), and the other limited purposes set forth below.

General Information

The Organization automatically collects some non-personal information ("General Information") when you visit our Site via "cookies," other tracking technology, registration forms, online surveys, etc., such as:

• Your domain name and host for Internet access
• The date and time of your entry
• Your IP address, browser type, device, or operating system
• The pages you visit and links that you use
• The domain name from which you linked to our Site
• Your city and state
• Other general demographic information

We aggregate and analyze this usage information and use it for operational and administrative purposes, including to identify levels and area of interest in our website, and to improve and refine the Site. We may also share this aggregated, anonymous data with our business partners on an as-needed basis.

Personal Information

The Organization also collects information that may identify you ("Personal Information") that you provide when making a donation to the Organization (whether online, by mail or other physical means) or participating in any activity on a Site that requires your voluntarily submitted information, including completing any of our Site's forms, for example, donation forms, registration forms, contact forms, online surveys, merchandise transactions, and position applications, such as:

• Name
• Mailing address
• Telephone number
• Email address
• Credit card, payment card and bank information
• Job, fellowship, internship, and volunteer position application information
• Resumes and cover letters

Use of Information We Collect

We use the Personal Information for the purposes for which it was collected (for example, responding to your requests, sending newsletters, administering surveys or processing donations) and the limited purposes set forth below. The Organization will not sell the Personal Information of donors for a third party's fundraising or marketing purposes unless the donor explicitly grants permission to do so. The Organization will not exchange the Personal Information of donors for a third party's fundraising or marketing purposes if a donor opts out of allowing the Organization to do so. To opt out of exchanges of Personal Information for third party fundraising or marketing purposes, please send us an email at development@fertilisterrae.org. Further, we do not share, sell, transfer, exchange or disclose your Personal Information with third parties except in the following limited circumstances:

• To carry out the Organization's mission. Specifically, we may share your e-mail or mailing address with our subsidiaries and affiliated entities, and certain third parties with whom we work, for use for a specific, limited purpose related to the Organization's mission and goals, which may include responding to your requests, processing donations or merchandise orders, sending newsletters, surveys, notices or content, and administering, enhancing and troubleshooting the Site and the Organization's other online offerings
• With your permission to disclose the information
• To change website hosts or when our host transfers business assets (as further described below)
• To share it with third party vendors, agents or contractors who perform services for us on a "need to know" basis
• As required by law or court order (see "Legal Disclaimer" below) or to comply with the Organization's donor disclosure obligations (see "Donor Disclosure" below)

Control of Your Personal Information

If you prefer to not share your Personal Information as described above, please email us at any time at development@fertilisterrae.org.

Donor Disclosure

Please note that the Organization is obligated to disclose all donors, which it does by listing donors by range of donation amount on our website. View the contributors list here.

Corrections/Updates

This Site gives users the opportunity to change Personal Information previously provided to us through this Site. To do so, please send us an email at development@fertilisterrae.org if you have registered to receive emails from the Organization and later change your mind, you may contact us to have your name removed from our distribution lists by sending us an email through our Contact Page, or by clicking the "unsubscribe" link at the bottom of every email sent from the Organization.

Transfer of Business Assets

At any time, this Site's host may be acquired, merge with another business, or acquire or buy other businesses or assets. In such transactions, both General and Personal Information will likely be among the transferred assets.

Cookies, Tracking Tags, and Other Technology

The Site may use cookies and other tracking mechanisms across our Site and social media platforms. Cookies allow the Organization to measure activity on the Site and to improve your user experience by, for example, remembering your passwords and viewing preferences and allowing you to visit any member-only parts of the Site without re-registering. Cookies cannot retrieve any other data from a hard drive or obtain an email address. Although a user has the ability to modify most browsers to either accept all cookies, notify the user when a cookie is sent, or reject all cookies, it may not be possible to use certain services on this Site if cookies are not accepted.

The Organization may use electronic images known as web beacons to monitor activity on our website, as well as across social media platforms and other websites. These web beacons allow the Organization to provide personalized services and advertising content. With both cookies and web beacon technology, the information that we collect and share is anonymous and not personally identifiable.

Our Commitment to Data Security

Personal Information is stored on our server and the servers of our third party vendors who perform services for us and is not publicly accessible. Further, Personal Information is only accessed by Organization staff on a "need to know" basis. To prevent unauthorized access and maintain data accuracy, we have put in place commercially reasonable physical, electronic, and managerial procedures to safeguard and secure the information we collect online. Additionally, sensitive data such as credit card numbers are encrypted using SSL and other industry standard measures, to provide an additional level of security.

How Long We Keep Information

We keep Personal Information only for as long as we need it for the purpose for which it was collected. Information submitted through this Site is stored on our web server, outside its public folders, and is deleted automatically on the following schedule:

• Contact-form messages are kept for 730 days from the date you send them, so that we can follow up on your inquiry, and are then deleted.
• Job, internship and volunteer applications, including résumés and cover letters, are kept for 180 days from the date you apply, so that we can consider you for the position and for similar openings, and are then deleted.
• Technical logs, which may record the email address used to sign in to our administration area or to send a message, are deleted after 90 days.
• Backups of our website database are kept for 30 days. Information deleted from the Site is therefore removed from all backups within that period.
• Donation and financial records are kept for the periods required by law, as set out in our Document Retention Policy.

We do not store your full IP address with form submissions. To limit misuse of our forms, we keep a one-way, scrambled version of it that cannot be turned back into the original address.

You may ask us at any time to delete a message or application before its scheduled deletion date by emailing legal@fertilisterrae.org (or human-resources@fertilisterrae.org for applications). We will confirm once it has been deleted.

Links

This Site contains links to other sites. We are not responsible for the privacy practices of or the contents on any other websites. We encourage you to review the privacy policy and any other online policies of other websites that you link to, visit, and/or use.

Children

The Site does not seek to collect any information from children under 13. If a child provides us with information, the parent or guardian may notify us, and the information will be deleted from our records.

Security

While there is no such thing as "perfect" security on the Internet, we take reasonable steps to protect the safety of your personal information. This Site has security measures in place to protect loss, misuse, and/or alteration of such information under our control. However, we do not guarantee the security of your General or Personal Information. In addition, we do not assume any liability for third party use of your General or Personal Information, whether obtained legally or illegally from or through this Site.

Changes to this Privacy Policy

The Organization may update this Policy at any time. Any changes to the Policy will be reflected on this "Privacy Policy" page, and by using this Site subsequent to any changes, you agree to those changes. We may also notify you about significant changes in the way we treat Personal Information through such means as sending a notice to the email address that you have provided us or placing a prominent notice on our Site.

Legal Disclaimer

We may disclose personal information when required by law or in the good-faith belief that such action is necessary in order to conform to the edicts of the law or comply with legal process served on the Organization. Although we use security that we believe to be appropriate to protect your Personal Information, we do not guarantee that our security precautions will protect against, and we expressly disclaim any liability for, any loss, misuse, or alteration of your Personal Information.

Contacting Us

If you have any questions about this Privacy Policy, please email us at legal@fertilisterrae.org or send us a message through our Contact Page.

THE USE OF THIS SITE SIGNIFIES YOUR AGREEMENT TO THE TERMS OF USE, INCLUDING THIS PRIVACY POLICY.

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General

The Fertilis Terrae Code of Ethics (hereinafter referred to as the Code) requires directors, other volunteers, and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. Employees and representatives of the organization must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws, regulations and internal controls established by the organization.

The objectives of the Fertilis Terrae (FT) Whistleblower Policy are to establish policies and procedures for:

• The submission of concerns regarding questionable accounting or audit matters by employees, directors, officers, and other stakeholders of the organization, on a confidential and anonymous basis.
• The receipt, retention, and treatment of complaints received by the organization regarding accounting, internal controls, or auditing matters.
• The protection of directors, volunteers and employees reporting concerns from retaliatory actions.

Reporting Responsibility

Each director, volunteer, and employee of FT has an obligation to report in accordance with this Whistleblower Policy (a) questionable or improper accounting or auditing matters, and (b) violations and suspected violations of FT's Code (hereinafter collectively referred to as Concerns).

Authority of Audit Committee

All reported Concerns will be forwarded to the Audit Committee in accordance with the procedures set forth herein. The Audit Committee shall be responsible for investigating, and making appropriate recommendations to the Board of Directors, with respect to all reported Concerns.

No Retaliation

This Whistleblower Policy is intended to encourage and enable directors, volunteers, and employees to raise Concerns within the Organization for investigation and appropriate action. With this goal in mind, no director, volunteer, or employee who, in good faith, reports a Concern shall be subject to retaliation or, in the case of an employee, adverse employment consequences. Moreover, a volunteer or employee who retaliates against someone who has reported a Concern in good faith is subject to discipline up to and including dismissal from the volunteer position or termination of employment.

Reporting Concerns

Employees

Employees should first discuss their Concern with their immediate supervisor. If, after speaking with his or her supervisor, the individual continues to have reasonable grounds to believe the Concern is valid, the individual should report the Concern to the Chief Information Officer/ HR Manager. In addition, if the individual is uncomfortable speaking with his or her supervisor, or the supervisor is a subject of the Concern, the individual should report his or her Concern directly to another member of management.

The Concern should be reduced to writing and forwarded at the earliest opportunity to the Chair of the Audit Committee. Contact information for the Chair of the Audit Committee may be obtained from the President & CEO or, if the President & CEO is the subject of the concern, then directly from another member of the management team. Concerns may also be submitted anonymously. Such anonymous Concerns should be in writing and sent directly to the Chair of the Audit Committee.

Directors and Other Volunteers

Directors and other volunteers should submit Concerns in writing directly to the Chair of the Audit Committee. Contact information for the Chair of the Audit Committee may be obtained from the President & CEO.

Handling of Reported Violations

The Audit Committee shall address all reported Concerns. The Chair of the Audit Committee shall immediately notify the Audit Committee, the Board Chair, the President & CEO, and the Vice President of Marketing & Chief Financial Officer of any such report (unless one of them is the subject of the concern). The Chair of the Audit Committee will notify the sender and acknowledge receipt of the Concern within five business days, if possible. It will not be possible to acknowledge receipt of anonymously submitted Concerns.

All reports will be promptly investigated by the Audit Committee, and appropriate corrective action will be recommended to the Board of Directors, if warranted by the investigation. In addition, action taken must include a conclusion and/or follow-up with the complainant for complete closure of the Concern.

The Audit Committee has the authority to retain outside legal counsel, accountants, private investigators, or any other resource deemed necessary to conduct a full and complete investigation of the allegations.

Acting in Good Faith

Anyone reporting a Concern must act in good faith and have reasonable grounds for believing the information disclosed indicates an improper accounting or auditing practice, or a violation of the Codes. The act of making allegations that prove to be unsubstantiated, and that prove to have been made maliciously, recklessly, or with the foreknowledge that the allegations are false, will be viewed as a serious disciplinary offense and may result in discipline, up to and including dismissal from the volunteer position or termination of employment. Such conduct may also give rise to other actions, including civil lawsuits.

Confidentiality

Reports of Concerns, and investigations pertaining thereto, shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

Disclosure of reports of Concerns to individuals not involved in the investigation will be viewed as a serious disciplinary offense and may result in discipline, up to and including termination of employment. Such conduct may also give rise to other actions, including civil lawsuits.

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