Arc Opportunities Inc.

“Members in good standing shall be eligible to hold office and to vote (but only in person) on all questions at general membership meetings.”

“The officers of this organization shall be elected for a term of one year or until their successors are elected beginning January 1. Each officer shall, at the time of election, be a member in good standing. Nominations and Elections: 1) There shall be a nominating committee composed of three members. One member shall be appointed by the board of directors from among its members. The other two shall be appointed from the general membership. The President shall appoint one of the three as Chairman. 2) To be eligible for election to any position, each nominee shall be a member in good standing. 3) The nominating committee shall prepare a slate of candidates for election of officers and directors and shall secure the consent of its nominees to service if elected. It shall report its nominations at the annual meeting. 4) The election shall be held at the business session of the annual meeting. The report of the nominating committee shall be read by the Chairman, or if absent, by the Secretary. Nominations from the floor shall be permitted for any position to be filled. Each person nominated from the floor must signify a willingness to serve if elected. If the person nominated from the floor is not present, the nominee must have indicated in writing a willingness to serve if elected. 5) Voting shall be by secret ballot for any position which there is more than one candidate. 6) The President of the organization shall appoint a head teller and two other tellers. The tellers are not to be members of the nominating committee or nominees for any position. The tellers shall count the votes and give the count to the President, who shall announce the count before the end of the business section. To be elected, a candidate must receive a majority of votes cast for that position. In case a candidate for a position does not receive a majority, a vote shall then be taken on the two candidates receiving the highest number of votes.”

“Control of this organization shall rest with the membership. Any action of the Board of Directors shall be subject to review by the membership on request of any member at a regular meeting or at a special meeting called for that purpose. An action of the board may be altered or rescinded by a two-thirds vote of those present provided no rights or third parties are affected.”

“Arc Opportunities, Inc. is committed to appropriate fiscal oversight by the organization's Board of Directors. As such, Arc Opportunities works to ensure the highest standards in review of its IRS Form 990. Each year, prior to the submission of the organization's Form 990 to the IRS, each voting member of the Board of Directors shall be provided with a copy of the final Form 990 as prepared by an outside accounting firm and approved by the CFO. Board members shall be provided with at least five business days to review the form and should have an opportunity to raise questions, make suggestions, and address any potential problems or concerns with the CFO.”

“An interested party shall complete a questionnaire to fully and completely disclose the material facts about any actual or potential conflicts of interest. The disclosure statement shall be completed upon his/her association with the organization, and shall be updated annually thereafter. An additional disclosure statement shall be filed at such time as an actual or potential conflict arises. For board members, the disclosure statements shall be provided to the President of the board, or in the case of the President, the disclosure statement shall be provided to the Secretary of the board. Copies shall also be provided to the Chief Executive Officer of the organization.”

“Process for determining officer and key employee compensation: 1) Independent persons. The compensation arrangement must be approved in advance by the approval body of Arc Opportunities composed entirely of indiviuals who do not have a conflict-of-interest with respect to the compensation arrangement. 2) Comparability data. The approval body must rely on comparability data that demonstrate the fair market value of the compensation package. Data may include: expert compensation studies by independent firms, written job offers for similar positions, documented phone calls about a similar position at both nonprofit and for-profit organizations, and information obtained from the IRS via Form 990 filings of similar organizations. 3) Contemporaneous substantiation. The approval body must document how it reached its decision including the data on which it relied. To qualify, written or electronic records of the approval body (such as meeting minutes) must note: a) terms of the compensation and date it was approved; b) the members of the approval body who were present during the debate on the approved compensation and who voted on it; c) the comparability data obtained and relied upon and how the data were obtained; and d) any actions taken with respect to consideration of the compensation by anyone who is otherwise a member of the approval body but who had a conflict-of-interest with respect to the decision of compensation.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request for the same period of disclosure as set forth in IRC Section 6104(D).”