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Section 3. Checks. All checks, drafts or other orders for the payment of <br />money, notes, or other evidence of indebtedness issued in the name of the Corporation <br />shall be signed by such officer or officers, agent or agents of the Corporation and in such <br />manner as from time to time determined by resolution of the Board of Directors. <br />ARTICLE XI <br />GIFTS/FUND- RAISING <br />Section 1. Acceptance of Gifts. The Board of Directors or a Commnittee <br />appointed for that purpose, may apply for and accept on behalf of the Corporation any <br />gift, grant, bequest, contribution, or devise for the general purposes or any special <br />purpose of the Corporation. The Board of Directors, or a Committee appointed for that <br />purpose, may agree to administer the same in accordance with any conditions that the <br />testator or donor may impose, provided only that the purpose of the devise, bequest or <br />gift is within the powers and purposes of the Corporation. <br />Section 2. Distributions. The Board of Directors may make outright <br />contributions, grants and gifts of property, both real and personal, to any program <br />fulfilling any of the purposes of the Corporation as are set forth in the Articles of <br />Incorporation, subject to any and all restrictions imposed from time to time upon the <br />grant - making activities of organizations exempt from income tax under Sections 501(a) <br />and 501(c)(3) by the Internal Revenue Code of 1986, as amended. <br />ARTICLE XII <br />CONFLICTS OF INTEREST AND <br />CODE OF CONDUCT <br />Section 1. Code of Conduct. The Corporation shall develop a Code of <br />Conduct applicable to each Director and any Corporation employees or independent <br />contractors ( "Employees "), and shall obtain on an annual basis from each Director, and <br />any such Employees, the acknowledgment that the Director has read the Code of Conduct <br />and agrees to be bound by it. The Code of Conduct shall include, but not be limited to: a <br />prohibition on any Director or Employee seeking any personal benefit or advantage from <br />their association with the Corporation, (other than reasonable compensation for any <br />Employees, and reasonable reimbursement of expenses for anyone so entitled); the <br />requirement of confidentiality for Corporation business intended to be confidential; and <br />the continual disclosure of conflicts of interest and any matter which could be perceived <br />as a conflict of interest. <br />Section 2. Conflicts of Interest. At least annually all Directors and <br />Corporation personnel shall disclose to the Board of Directors any positions, paid or <br />volunteer, which the Director or Corporation personnel hold in an organization which <br />competes with, contracts with, or which is a grantee of, the Corporation. In the event the <br />Corporation is considering doing business with, or granting funds or other benefits to, to <br />{ 4&-3460RO67o2G7.11 12 <br />