Rs Foundation

“The board may establish one or more committees, for such purposes as the board shall determine, and each such committee shall be administered under the direction of such person or persons as the board shall select. Each committee shall have such powers and authority, subject to the law, as the board shall deem proper. Such powers shall be set forth in the minutes of the meeting in which the committee is established or, if such committee is established by the written consent of the board, such powers shall be set forth in such consent.”

“The draft will be made available for board review with a call for comments prior a date to be determined based on the date it is available and allowing approximately 1 week to review.”

“In connection with any actual or possible conflicts of interest, an interested person must disclose the existence and nature of his or her financial interest and must be given the opportunity to disclose all material facts to the directors and members of committees with 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 shall leave the 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. An interested person may make a presentation at the board or committee meeting, but after such presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. The chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the board or committee shall determine whether rs can obtain a more advantageous transaction or arrangement with reasonable efforts 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 attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors: whether the transaction or arrangement is in rs's best interest and for its own benefit and whether the transaction is fair and reasonable to rs and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. If the board or committee has reasonable cause to believe that 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. If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action, including censure and/or expulsion.”

“The organizations financial statements, governing documents, and conflict of interest policy are provided upon request for business purposes as approved by the president.”