Aspen Rhoads Research Foundation Inc

“One half of the directors, plus one (1) shall be appointed by the ASPEN Board of Directors, and shall be removable, with or without cause by, and have their vacancies filled by appointment of, the ASPEN Board of Directors.”

“The Chief Executive Officer and Senior Director of Finance review the 990 prior to sharing with Board of Directors. The 990 is made available to the entire Board of Directors before it is filed.”

“It is the policy of ASPEN that individuals in these positions shall, in actions taken by them on behalf of ASPEN, avoid conflicts and the appearance of such conflicts, between their personal and professional interests and the interests of ASPEN. To assure this: 4.1 Individuals will annually complete a disclosure form provided by ASPEN. Applicants for positions on the ASPEN Board of Directors and committees must complete a disclosure form as part of the application process. Individuals will notify ASPEN. if new conflicts of interest arise during the year. 4.2 Individuals will recuse themselves from discussions and decisions when a conflict of interest exists. It shall be the Chair's prerogative to determine what additional steps should be taken at that point, if any, to satisfy the organization's need to continue with the discussion. Alternatives may include: asking the person to speak to the issue on the table, then leave the room; participate in the discussion, but not vote; do nothing further. If the individual is the Chair, a majority of the members present shall determine if alternatives to recusal are necessary. 4.3 Prior to any action involving a potential conflict of interest, the individual having the conflict and who is in attendance at the meeting, shall disclose all facts relevant to the conflict of interest. Such disclosure shall be reflected in the minutes of the meeting. 4.4 An individual who plans not to attend a meeting at which he or she has reason to believe that the Board or Committee will act on a matter in which the person has a conflict of interest shall disclose to the President or Chair of the meeting all facts relevant to the conflict of interest. The Chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting. 4.5 A person who has a conflict of interest shall not participate in the discussion of the matter except to disclose relevant facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting. If requested by the Chair or a majority of the members present, the individual with a conflict of interest may be asked to leave the room during discussion. 4.6 A person who has a conflict of interest that will be voted on at a meeting may be counted in determining the presence of a quorum. The person having the conflict of interest may not vote on the transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person's ineligibility to vote shall be reflected in the minutes of the meeting. 4.7 In the event it is not clear whether a conflict of interest exists, the individual with the potential conflict of interest shall disclose the circumstances to the President/Chair, or their designee, who shall determine whether there exists a conflict of interest that is subject to this policy. 4.8 Conflict of Interest Compliance Disclosure Statements shall be reviewed by the Executive Director and kept in the files of the executive office. Potential conflicts will be brought the attention of the appropriate Chair by the staff liaison. 4.9 Each individual covered by this policy shall be required to review a copy of this policy and to acknowledge in writing that he or she has done so. 4.10 This policy shall be reviewed annually by each responsible person. Any changes to the policy shall be communicated immediately to all responsible persons.”

“The Organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”

“ASPEN's Audit Committee of the Board of Directors is responsible for oversight of the audit, including selection of the independent accountant. The process has not changed from prior years.”