Sustainable Purchasing Council Inc

“Any organization, including but not limited to the following, may apply to become a Regular Member of SPLC (member): Corporate and Retail; Educational and Research Institutions (both public and private including K-12, colleges and universities); 501(c)(3) Environmental and other 501(c)(3) Nonprofit Organizations; Federal Government; Finance and Insurance Community (institutions, appraisers, accountants); Product Manufacturers; Professional Firms; Professional Societies and Trade Associations and other 501(c) Nonprofit Organizations; Real Estate and Real Estate Service Providers (including building owners, developers, property managers); State and Local Governments; Utilities, ESCOs and Energy Service Providers, and international Sustainable Purchasing Leadership Councils. Members shall complete an application, agree to meet and comply with all policies set forth by SPLC in SPLCs Membership Policies and Procedures, and pay dues and any other fees that the Board may establish. The Board of Directors may set fees in such amounts as it shall deem necessary, including, and without limitation, annual dues.”

“990 is circulated to the officers of the Board prior to it being filed.”

“Duty to DiscloseIn 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.Determining Whether a Conflict of Interest ExistsAfter 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 discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.Procedures for Addressing the Conflict of Interest1. 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.2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.3. After exercising due diligence, the governing board or committee shall determine whether the Organization 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 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 thetransaction or arrangement.Violations of the Conflicts of Interest Policy1. 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 to disclose.2. 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.”

“Compensation for the President/CEO is determined by the Board of Directors afterreviewing salaries for similar organizations.”

“SPLC responds to all reasonable requests for governing documents, policies andfinancial statements.”

“= -$2950”

“Rounding diff = -$1”