Clearpath Inc.

“The form 990 was prepared by outside accountants and then sent to the executive director to review. During a board meeting the form 990 was then provided to all the governing board members for them to vote on the approval of the form 990 prior to filing with the irs.”

“Each director, principal officer and member of a committee with governing board delegated powers annually signs a statement which affirms such person has received, read, understands and will comply with the conflict of interest policy. Prior to any decision by the board of directors, or a committee thereof, the organization specifically provides notice to the board of all vendors, contractors, or other known entities that may directly benefit from a board or committee action. In connection with any actual or possible conflict of interest, an interested person discloses the existence of the financial interest and is 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. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she leaves 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 decides if a conflict of interest exists. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she leaves the meeting during the discussion of, and the vote on, the transaction or arrangement. The chairperson of the governing board or committee, if appropriate, appoints a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board or committee determines 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. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee determines 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 makes its decision as to whether to enter into the transaction or arrangement. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it informs the member of the basis for such belief and affords the member an opportunity to explain the alleged failure to disclose. 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 takes appropriate disciplinary and corrective action.”

“The process for determining compensation of the corporation's chief executive officer, executive director, other officers or key employees includes a review and approval by independent persons, use of comparability data and contemporaneous substantiation of the deliberation and decision. The last compensation review took place in 2019.”

“Clearpath makes its governing documents,conflict of interest policy, and financial statements available upon request.”