Stone Belt Arc Inc.

“New board members are nominated by the current board of directors and then voted on at the annual membership meeting by all the members that are present.”

“The draft document is presented for review and comment at a regularly scheduled meeting of the board of directors.”

“The stone belt arc, inc. Bylaws include an explicit expectation that board members will avoid conflicts of interest. Definitions of possible conficts of interest and guidance on how to report and avoid them are spelled out in a code of ethics for board members, a code of ethics for financial practices, a code of ethics for agency marketing activities, and a conflict of interest policy that explicitly covers both board members and paid staff. These policies are reviewed and updated anually by the full board. Board mebers read and sign a conflict of interest statement anually to signify their adherence to the policies. Each board member is responsible for reporting potential conflicts of interest. Per section 6.2 of the bylaws, the board president is responsible for ensuring that all board decisions avoid conflicts of interest/ while the outcome depends on each situation, past actions of the board president or of individual board members have included the following: recusal of a board member from a vote, removal of a board member from a committee or office, a recusal of a board member from chairing a certain committee.”

“The process for determining compensation of the ceo includes a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision. Per the stone belt arc inc. Bylaws, compensation for the ceo is approved annually by the board of directors upon recomendation by the executive committee. The ceo is also subject to an annual performance review in which all board members participate, along with the ceo's senior staff. In addition, an ad hoc compensation committee is appointed by the board president periodically to review ceo salary and benefits package. The committee comprises current and past board members. The committee uses several independent sources of data to arrive at a recommendation on ceo compensation, including comparable geographic, occupational and industry-specific market data. The compensation committee's recommendations are made to the board of directors' executive committee, which makes its recommendation to the full board of directors. Per the bylaws, all discussions and votes at the committee and full board level respecting the ceo compensation occur in a closed session ('executive session') with no staff in attendance. Procedurally, executive sessions of the board of directors and of the executive committee are supported by appropriate minute records which are not placed in general circulation.”

“All governing documents, policies, and audited financial statements are available on request.”