Haley House Inc.

“The board of directors reviews form 990. The financial data on form 990 is reconciled to the financial information on the audited financial statements. The non-financial information such as questions concerning governance, policies and tax compliance are reviewed to ensure that they are accurately answered. Consideration is given as to the completeness of unrelated business income, if any.”

“(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 dicussed 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 chair person of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement after exercising due diligence, the governing board or committee shall determine whether the center can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that wouldnot 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 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 t0 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.”

“In reviewing and approving the compensation of any covered individuals, the haley house board of directors, or a delegated committee of the board (referred to as the approval body below), will utilize the following process (1) impartial decision makers the compensation arrangement must be approved in advance (before any payment is made) by the approval body of hhi composed entirely of individuals who do not have a conflict of interest with respect to the compensation arrangement (example neither the executive whose compensation is being determined nor any of his/her family members may be present during the discussion/debate or participate in the vote) (2) comparability data when the approval body is considering compensation to covered individuals, it must relay on comparability data that demonstrate the fair market value of the compensation in question. For example, when crafting compensation packages, the approval body must secure data that documents compensation levels for similarly qualified individuals in like positions at like organizations. This data may include the following: (a) expert compensation studies by independent firms, (b) written job offers for positions at similar organizations, (c) documented telephone calls about similar positions at both nonprofit and for-profit organizations, and see response to part vi, line 15a.”

“All governing documents are available for inspection by the public at the organization's offices during normal business hours.”