9004-18A Adopt Recs of Foundation Planning TF in Concurrence with LHA

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(all of which shall be defined in the Code of Conduct), the Director or Employee must immediately disclose such relationship to the Board of Directors. Conflicts of Interest are not inherently illegal, nor do they preclude the Corporation from entering into a transaction in which a Director or Employee has an interest, however, the Corporation shall take additional steps to determine if alternatives are available, and the person with the Conflict of Interest shall not participate in any decision making regarding the transaction. Section 3. No Self - Dealing. In no instance shall the Corporation engage in a sale, exchange, or leasing of property, lending of money, or contract for the furnishing of goods or services with any Director or Employee, any Living Relative of a Director or Employee, or any business entity in which a Director or Employee has more than a 35% ownership interest, or if the Director or Employee will benefit directly from the lease, loan, or contract, such as through commissions. "Living Relatives" are spouses and domestic partners; parents, step - parents, grandparents and step - grandparents; siblings, half - siblings and their spouses; children, grandchildren, great - grandchildren and their spouses; and other individuals with whom the Director or Employee has an economic or intimate personal relationship. It shall not be self - dealing for the Corporation to make grants or otherwise provide benefit to entities which may provide services to Directors or Employees or their Living Relatives, or to entities in which Directors or Employees or their Living Relatives are involved, such as being an employee, volunteer or board member; provided, however, that the Directors disclose such information and abstain from voting as provided in Section 2 above. ARTICLE XIII ACCOUNTING YEAR AND AUDIT Section 1. Accounting Year. The fiscal year of the Corporation (the "Fiscal Year ") shall begin on the first day of January and end on the last day of December of each year. Section 2. Audit. At the end of each Fiscal Year, the books of the Corporation shall be closed and a financial statement prepared for such Fiscal Year. If directed by the Board of Directors, such financial statement shall be reviewed or certified by an independent firm, the partners of which are certified public accountants. Such financial statement shall be promptly mailed to each Director and shall be submitted to the Board of Directors at the Annual or a Special Meeting. ARTICLE XIV MISCELLANEOUS Section 1. Books and Records. The Corporation shall keep correct and complete books and records and minutes of the proceedings of the Board of Directors, and of any Committees which have had activities in connection with the Corporation's business. 1K0670267. 1) 13