High Resolves America

“All board members receive an electronic copy of the tax return prior to filing.”

“In connection with any actual or potential conflict of interest, an interested person must disclose the existence of the financial interest giving rise to the conflict of interest and be given the opportunity to disclose all material facts to the board. After disclosure of the financial interest and all material facts and after any discussion with the interested person, the interested person shall leave the board meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. In order to explain a potential conflict oflnterest, an interested person may make a presentation at a meeting called by the board in accordance with the provisions of the bylaws of the corporation and this policy. The board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. The board shall conduct an investigation or other consultation, including with counsel, as it deems reasonable under the circumstances, and thereafter upon consideration of the information reasonably available, the board shall determine whether the corporation can obtain, through reasonable efforts, a more advantageous transaction or arrangement with a person or entity that would not give rise to a conflict of lnterest. If a more advantageous transaction or arrangement is not reasonably available under the circumstances, the board shall determine by a majority of all directors then in office (without counting the vote oflnterested person(s)) whether the transaction or arrangement is in the best interest of the corporation, for the corporation's own benefit, and whether it is fair and reasonable. The board shall take any factors it deems relevant into consideration in determining whether to pursue such transaction or arrangement in light of the potential conflict of interest. In conformity with this decision, the board shall make its determination whether to enter into the transaction or arrangement so examined.”

“The salaries of officers, if any, shall be fixed from time to time by resolution of the board or by the person or committee to whom the board has delegated this function, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director, provided, however, that such compensation paid to a director for serving as an officer shall only be allowed if permitted under the provisions of section 5 .13. In all cases, any salaries received by officers shall be reasonable and given in return for services actually rendered for the corporation which relate to the performance of the public benefit purposes of the corporation. No salaried officer serving as a director shall be permitted to vote on his or her own compensation as an officer. The board shall periodically review the fairness of compensation, including benefits, paid to every person, regardless of title, with powers, duties, or responsibilities comparable to the president, secretary, treasurer,or executive director (i) once such person is hired, (ii) upon any extension or renewal of such person's term of employment, and (iii) when such person's compensation is modified (unless all employees are subject to the same general modification of compensation).”

“Conflict of interest policy is provided upon request.”