利益冲突

Each trustee owes a duty of loyalty to the corporation. Trustees of the corporation have a special obligation to 维护 the integrity and reputation of the corporation. All trustees are charged with the responsibility of supervising the operation of the corporation and ensuring that the affairs of the corporation are administered fairly and impartially. It is essential that trustees adhere to high ethical standards of conduct and avoid actions that might impair the effectiveness of the corporation or in any way tend to discredit the corporation.

This conflict of interest policy is designed to help trustees, officers, and 员工s of the Foundation identify situations that present potential conflicts of interest and to provide Foundation with a procedure that, 如果观察到的, will allow a transaction to be treated as valid and binding even though a director, officer, or 员工 has or may have a conflict of interest with respect to the transaction. In the event there is an inconsistency between the requirements and procedures prescribed herein and those in Federal or State law, the Federal or State law shall control. All capitalized terms are defined in Part II of this policy.

I. 利益冲突 Circumstances Defined

For purposes of this policy, 下列情形被视为产生利益冲突：

1. 业余爱好
   1. A Contract or Transaction between Foundation and a Responsible Person or Family Member.
   2. A Contract or Transaction between Foundation and an entity in which a Responsible Person or Family Member has a Material Financial Interest or of which such person is a director, officer, agent, partner, 联系, trustee, personal representative, 接收机, 《mg冰球突破豪华版下载》, 托管人, 枕, or other legal representative.
2. 课外活动.
   1. A Responsible Person competing with Golden Valley Electric Foundation in the rendering of services or in any other Contract or Transaction with a third party.
   2. A Responsible Person's having a Material Financial Interest in; or serving as a director, officer, 员工, agent, partner, 联系, trustee, personal representative, 接收机, 《mg冰球突破豪华版下载》, 托管人, 枕, or other legal representative of, or consultant to; an entity or individual that competes with
      Foundation in the provision of services or in any other Contract or Transaction with a third party.
3. Gifts, Gratuities and Entertainment.
   A Responsible Person accepting gifts, 娱乐, or other favors from any individual or entity that:
   1. 与基金会有业务往来或正在寻求与基金会有业务往来，或与基金会有竞争关系
   2. 已经收到了, 正在接受, or is seeking to receive a loan or grant, or to secure other 金融 commitments from Foundation;
   3. is a charitable organization;under circumstances where it might be inferred that such action was intended to influence or possibly would influence the Responsible Person in the performance of his or her duties. This does not preclude the acceptance of items of nominal or insignificant value or 娱乐 of nominal or insignificant value that are not related to any particular transaction or activity of the Foundation.

II. 定义 of Capitalized Terms

1. 利益冲突是指本政策第一部分所述的任何情况.
2. A Responsible Person is any person serving as an officer, 员工, or member of the 校董会 of Foundation.
3. A Family Member is a spouse, 国内合作伙伴, parent, child, 或者是孩子的配偶, brother, sister, or spouse of a brother or sister, 负责任的人.
4. 实体中的重大经济利益是指任何类型的经济利益, in view of all the circumstances, is substantial enough that it would, 或者可以合理地, affect a Responsible Person’s or Family Member’s 判断 with respect to transactions to which the entity is a party. This includes all forms of compensation in excess of $500.
5. 合同或交易是涉及货物买卖的任何协议, services, 或者任何形式的权利, the providing or receipt of a loan or grant, the establishment of any other type of pecuniary relationship, or review of a charitable organization by Foundation. The making of a gift to Foundation is not a Contract or Transaction.

III. 程序

1. Before board or committee action on a Contract or Transaction involving a 利益冲突, a trustee or committee member having a 利益冲突 and who is in attendance at the meeting shall disclose all facts material to the 利益冲突. Such disclosure shall be reflected in the minutes of the meeting.
2. A trustee or committee member who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a 利益冲突 shall disclose to 这把椅子 of the meeting all facts material to the 利益冲突. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting.
3. A person who has a 利益冲突 shall not participate in or be permitted to hear the board’s or committee’s discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting.
4. A person who has a 利益冲突 with respect to a Contract or Transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote. The person having a conflict of interest may not vote on the Contract or Transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person’s ineligibility to vote shall be reflected in the minutes of the meeting. For purposes of this paragraph, a member of the 校董会 of Foundation has a 利益冲突 when he or she stands for election as an officer or for reappointment as a member of the 校董会.
5. 非基金会保管委员会成员之负责人, or who have a 利益冲突 with respect to a Contract or Transaction that is not the subject of board or committee action, shall disclose to the Chair or the Chair’s designee any 利益冲突 that such Responsible Person has with respect to a Contract or Transaction. Such disclosure shall be made as soon as the 利益冲突 is known to the Responsible Person. The Responsible Person shall refrain from any action that may affect the Corporation’s participation in such Contract or Transaction.In the event it is not entirely clear that a 利益冲突 exists, the individual with the potential conflict shall disclose the circumstances to the Chair or the Chair’s designee, who shall determine whether there exists a 利益冲突 that is subject to this policy.

IV. 保密

1. Each Responsible Person shall exercise care not to disclose confidential information acquired in connection with such status or information the disclosure of which might be adverse to the interests of the Foundation.
2. 此外, a Responsible Person shall not disclose or use information relating to the business of Foundation for the personal profit or advantage of the Responsible Person or a Family Member shall be treated as confidential and shall generally be made available only to the Chair, 经理, and any committee appointed to address Conflicts of Interest, except to the extent additional disclosure is necessary in connection with the implementation of this Policy.
3. 校董会的每位成员应每年检讨这项政策. Any changes to the policy shall be communicated immediately to all Responsible Persons.

赔偿, 保险 & 董事责任

I. 定义

1. “代理人”指任何现在或曾经是公司受托人或高级职员的人, or is or was serving at the request of the corporation as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor;
2. “Proceeding” means any threatened, pending, or completed action or proceeding, 公民是否, 刑事, administrative or investigative;
3. “Expenses” includes without limitation attorneys’ fees and any expenses of establishing a right to indemnification under 该章程.

II. 赔偿 in Actions by Third Parties

The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a 判断 in its favor) by reason of the fact that such person is or was an agent of the corporation. 赔偿 shall be against expenses, 判断, fines, 结算s and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a 刑事 proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by 判断, order, 结算, 信念, or upon a plea of nolo contendere or its equivalent shall not, 本身, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

III. 赔偿 in Actions by or in the Right of the Corporation

The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the corporation, to procure a 判断 in its favor because that person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or 结算 of the action if the person acted in good faith, 以一种被认为符合公司最大利益的方式, 小心翼翼地, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

IV. No 赔偿 Shall be Made

1. 对于任何索赔, issue or matter in which 代理 has been adjudged to be liable for negligence or misconduct in the performance of corporate duties, unless the court hearing the proceeding determines upon application that 代理 is fairly and reasonably entitled to indemnity for the expenses which the court shall determine; or
2. Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval.

V. 赔偿 Against Expenses

To the extent that an agent of the corporation has been successful on the merits in defense of any proceeding or in defense of any claim, issue, 或者其中的物质, 受托人实际合理发生的费用，应当得到赔偿.

VI. Required Determinations

Except as provided any indemnification shall be made by the corporation only if authorized in the specific case, after determining that indemnification is proper because 代理 has met the applicable standard of conduct by:

1. A majority vote of a quorum of disinterested trustees;
2. Determination by special legal counsel appointed by the disinterested trustees; or
3. The court hearing the action upon application made by the corporation, 代理, 为辩护提供mg冰球突破豪华版下载的律师或其他人员, whether or not such application by 代理, attorney, or other person is opposed by the corporation.

VII. 预支费用

Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition upon receipt of an undertaking by or on behalf of 代理 to repay such amount, 除非最终确定代理人有权获得赔偿.

VIII. Forms of 赔偿 Not Permitted

No indemnification or advance shall be made, except as provided elsewhere, in any circumstances where it appears:

1. 这将不符合公司章程的规定, 该章程, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amount were paid, which prohibits or otherwise limits indemnification; or
2. That it would be inconsistent with any condition expressly imposed by a court in approving a 结算.

IX. 保险

The corporation shall have power to purchase and 维护 insurance on behalf of any agent of the corporation against any liability asserted against or incurred by 代理 in such capacity or arising out of 代理’s status as such, whether or not the corporation would have the power to indemnify 代理 against such liability.

合同, Loans, Checks, 存款 & 礼物/资助

I. 合同

The 校董会 may authorize any officer or officers, 代理商或代理商, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.

II. Borrowing by Corporation

No loan, debt or borrowing agreement shall be contracted or entered into on behalf of the corporation and no evidence of indebtedness shall be issued in its name.

III. 受托人贷款 & 军官

The corporation shall not make any loan of money or property to or guarantee the obligation of any trustee or officer. However, the corporation may advance money to a trustee or officer of the corporation for expenses reasonably anticipated to be incurred in the performance of the duties of such trustee or officer, provided that in the absence of such advance, such trustee or officer would be entitled to be reimbursed for such expenses by the corporation.

IV. Checks, Drafts, or Other Orders

所有的检查, drafts or other orders for the 付款, 以公司名义发行的票据或其他债务凭证, shall be signed by two officers of the corporation and in such manner as shall from time to time be established by resolution of the 校董会.

V. 存款

All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the 校董会 may establish by resolution.

VI. 礼物/资助

The 校董会 may accept by resolution on behalf of the corporation any gift, grant, 贡献, 或设计 consistent with the corporation’s purposes. 非现金赠与, 贡献, 或设计, 除非该物品是用于转售或为基金会产生收入, generally will not be accepted. No gift, grant, or 贡献 that would compromise the Foundation’s ethics, 金融, or purpose will be accepted. Unless approved by the 校董会, donor directed gifts are generally not accepted.

人员

Manager

聘用经理

The 校董会 may employ the services of a Manager to serve as the chief executive officer of the corporation. The Manager or his designee shall cause to be prepared notices, agendas, resolutions and minutes of meetings of the 校董会. The Manager or his designee shall be responsible for the safeguarding of all funds received by the corporation and for their proper disbursement. Such funds shall be kept on deposit in a 金融 institution or invested by the 校董会 as the board may direct by resolution. The Manager or his designee shall be responsible for assuring that all expenditures are within approved budget allocation.

其他职责

The Manager shall also serve as advisor to the officers of the corporation and the 校董会. The Manager or his designee shall assemble information and data at the request of the board and cause to be prepared special reports as directed. The Manager shall perform other duties as the 校董会 may from time to time direct.

雇佣期限

The 校董会 is responsible for the hiring and/or firing of 经理 on such terms as are established by resolution and/or by contract with 经理.

Human Resource Management

The Manager or his designee shall hire, fire, discipline and otherwise manage the corporation’s 员工s and take care to 维护 the at-will status of the corporation.

透明度 & 问责制

Public Inspection of Annual Returns & 豁免申请

Foundation shall make the following documents available for public inspection 应书面要求. If copies are requested by the public, there may be a charge of $.50 per page to be paid in advance of the copying.

豁免申请

The Foundation shall disclose its exemption application, 1023年形成, Application for Recognition of Exemption under 第五节01 (c) (3) of the Internal Revenue Code, along with each of the following documents:

• all documents submitted with 1023年形成
• all documents the IRS requires the organization to submit in support of its application; and
• the exemption ruling letter issued by the IRS

Annual Information Return

The Foundation’s annual information return (IRS Form 990) for the year beginning January 1st and ending December 31st shall be reviewed by its Trustees. 除了, the Foundation shall publically disclose its annual information return (IRS Form 990) with schedules, 附件, and supporting documents filed with the IRS. However, the organization does not have to disclose Schedule B of Form 990 and does not need to identify its contributors. Certain information may be withheld from public inspection. Returns need to be available for disclosure for only three years after the due date or filing date of the return.

Such information as noted above shall be 维护ed in the corporate office and on the Foundation’s website, 让他有空, 应书面要求, for inspection by the public during normal office hours.

财务报告

The Foundation 校董会 shall review and consider current 金融 reports at each board meeting.

Employee Protection (Whistleblower)

If any 员工 reasonably believes that some policy, 实践, or activity of Foundation is in violation of law, a written complaint must be filed by that 员工 with 经理 or the Board Chair.

It is the intent of Foundation to adhere to all laws and regulations that apply to the organization and the underlying purpose of this policy is to support the organization’s goal of legal compliance. The support of all 员工s is necessary to achieving compliance with various laws and regulations. An 员工 is protected from retaliation only if the 员工 brings the alleged unlawful activity, policy, or 实践 to the attention of Foundation and provides the Foundation with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described below is only available to 员工s that comply with this requirement.

Foundation will not retaliate against an 员工 who in good faith, 对基金会的某些做法提出抗议或投诉, or of another individual or entity with whom Foundation has a business relationship, 基于合理的相信该行为是违法的, or a clear mandate of public policy.

Foundation will not retaliate against 员工s who disclose or threaten to disclose to a supervisor or a public body, 任何活动, policy, or 实践 of Foundation, that the 员工 reasonably believes is in violation of a law, 或者一条规则, or regulation mandated pursuant to law or is in violation of a clear mandate or public policy concerning the health, safety, welfare, or protection of the environment.

文档保留

The corporate records of the Foundation (hereafter the “Organization”) are important assets. 公司记录基本上包括你作为雇员产生的所有记录, whether paper or electronic. A record may be as obvious as a memorandum, 一个电子邮件, a contract or a case study, or something not as obvious, such as a computerized desk calendar, an appointment book or an expense record.

法律要求本组织保存某些类型的公司记录, usually for a specified period of time. Failure to retain those records for those minimum periods could subject you and the Organization to penalties and fines, cause the loss of rights, 妨碍司法公正, spoil potential evidence in a lawsuit, place the Organization in contempt of court, or seriously disadvantage the Organization in litigation.

The Organization expects all 校董会 and 员工s to fully comply with any published records retention or destruction policies and schedules, provided that all 员工s should note the following general exception to any stated destruction schedule: If you believe, or the Organization informs you, that Organization records are relevant to litigation, or potential litigation (i.e., a dispute that could result in litigation), then you must preserve those records until the Foundation’s attorney determines the records are no longer needed. That exception supersedes any previously or subsequently established destruction schedule for those records. If you believe that exception may apply, 或者对该例外的可能适用性有任何疑问, please contact the Foundation’s attorney.

From time to time the Organization establishes retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that bear special consideration are identified below. While minimum retention periods are suggested, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention identified above, as well as any other pertinent factors.

1. 纳税记录. 税务记录包括, but may not be limited to, documents concerning payroll, expenses, 扣除证明, 商业成本, 会计程序, and other documents concerning the Organization's revenues. Tax records should be retained for at least 5 years from the date of filing the applicable return.
2. Employment Records/人员 Records. 州和联邦法规要求本组织保留某些征聘, employment and personnel information. The Organization should also keep personnel files that reflect performance reviews and any complaints brought against the Organization or individual 员工s under applicable state and federal statutes. The Organization should also keep all final memoranda and correspondence reflecting performance reviews and actions taken by or against personnel in the 员工's personnel file. Employment and personnel records should be retained for 6 years.
3. Board and Board Committee Materials. mg冰球突破豪华版下载记录应永久保存在本组织的mg冰球突破豪华版下载记录簿中.
4. News Releases/Public Filings. The Organization should retain permanent copies of all press releases and publicly filed documents under the theory that the Organization should have its own copy to test the accuracy of any document a member of the public can theoretically produce against that Organization.
5. 法律文件. Legal counsel should be consulted to determine the retention period of particular documents, 但法律文件一般应保存10年.
6. 合同. Final, execution copies of all contracts entered into by the Organization should be retained. The Organization should retain copies of the final contracts for at least three years beyond the life of the agreement, and longer in the case of publicly filed contracts.
7. 电子邮件. E-mail that needs to be saved should be either:
   1. printed in hard copy and kept in the appropriate file; or
   2. downloaded to a computer file and kept electronically or on disk as a separate file.

The retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy.

Failure to comply with this 文档保留 Policy may result in punitive action against the 员工, including suspension or termination. Questions about this police should be referred to 经理 or officer who is in charge of administering, enforcing and updating this policy.

好¢树人计划 (Round Up)

I. Purpose

The Foundation will be funded by the 好¢树人计划 voluntary 贡献s from member accounts of the Golden Valley Electric Association and from other sources of funds available to the Foundation. Amounts collected by GVEA will be transferred to the Foundation.

The Foundation Board will make donations to charitable and 教育al projects of nonprofit and community organizations. The 好¢树人计划 administered by the Foundation’s 校董会 will seek to disperse 贡献s to organizations and communities primarily located in the area served by GVEA for charitable and 教育al purposes.

The 好¢树人计划 is designed to provide 金融 assistance to organizations that serve GVEA members and their communities.

II. 地理集中

捐款应集中在GVEAmg冰球突破豪华版下载的地理区域内. Organizations that provide programs and benefits to people who live in this geographic area are eligible for funding consideration, even though the organization is located elsewhere.

III. Major Funding Categories

There are many worthy charitable and 教育al projects and community needs in the service area; and to help provide a focus for evaluation of requests, funding priorities may be established. Generally, new funding requests will be given priority over projects/organizations previously funded. 除了, the following are funding categories:

1. 社区mg冰球突破豪华版下载
   1. Programs, projects and organizations that are important components of a community’s overall quality of life, with emphasis on public safety, 卫生保健, 教育, self-sufficiency and basic human needs.
   2. 加强mg冰球突破豪华版下载区文化环境的计划和项目.
2. 经济发展
   1. Programs and projects designed to promote greater economic stability.
   2. Programs and projects that encourage cooperation among regional and community economic development organizations.
   3. 社区 leadership programs designed to improve problem-solving skills and empower people to become self-reliant in identifying solutions to local economic and social problems.
3. 教育与青年
   1. Educational and leadership programs; projects promoting civic responsibility, good conservation and Cooperative 教育al programs.
   2. Programs that are designed to combat critical social problems affecting our children and youth, with an emphasis on children and teens at risk.
   3. Programs and projects that promote wellness and encourage youth participation in physical fitness activities.
4. 环境
   1. Programs and projects that promote community recycling and natural resource preservation.
   2. 社区-based environmental 教育 programs.
   3. Agricultural research programs and projects.
5. 救灾
   1. Programs and projects that provide disaster relief, including programs that provide food, 服装, shelter, 医疗保健, 清理, and repair/reconstruction assistance in an emergency following an accident, a severe storm or other causes.

IV. 资金的限制

1. Contributions shall be made to non-profit organizations. Contributions will be awarded only once during a 12 month period to a grant recipient.
2. Contributions shall not be made for:
   1. Lobbying or to political organizations
   2. 政治职位、政党或任何政治目的的候选人
   3. Payment of electric 水电费
   4. 宗教的目的
   5. Organized labor activities
   6. 捐赠基金
3. Contributions generally will not be made for:
   1. 筹款活动
   2. National and state organizations or 基金驱动器
   3. 广告
   4. Ongoing operating expenses for any entity

V. 评价因素

1. 任何团体或组织可获得的最高金额为每年15,000美元. Under extenuating circumstances, additional funding may be available to groups or organizations if approved by all of the Trustees who are responsible for administering the Fund. These levels are based on the anticipated annual investment with 90 to 100% participation.
2. The 校董会 will review all applications. The 校董会 will meet no less than semi-annually and may meet more frequently as determined by the number of applications received. The 校董会 or their designee will notify applicants within 30 days following action on the application. The decisions of the Board are final.
3. All requests for funding will be evaluated at least twice annually, or on an emergency basis, based upon the immediate need for the funding. The goal is to disburse funding for projects across multiple organizations and communities in order to benefit a broad segment of the Cooperative community. It shall be the responsibility of all trustees to evaluate funding requests and allocate 贡献s to accomplish the purposes and intent of these guidelines.
4. The following factors shall be considered in the evaluation of all funding requests:
   1. Potential benefit to members and area residents located in the area served by Golden Valley Electric Association.
   2. Level of community support or matching funds for the proposed program or project or the organization requesting the funds.
   3. Fiscal and administrative capability of the organization to deliver a quality service or program.
   4. Results that are positive and can be evaluated.
   5. Projects must be attainable within the projected timeline.
   6. Award recipients must file a progress report within six months or an agreed upon timeframe of the receipt of the award dollars. No additional dollars will be granted until the report is on file.

VI. Applications for Funding

1. Applications are available for organizational donations.
2. The application can be found on the Foundation’s website.
3. Organizational applicants must identify other sources of funding.