Conflict of Interest

Each trustee owes a duty of loyalty to the corporation. Trustees of the corporation have a special obligation to maintain 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 employees of the Foundation identify situations that present potential conflicts of interest and to provide Foundation with a procedure that, if observed, will allow a transaction to be treated as valid and binding even though a director, officer, or employee 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. Conflict of Interest Circumstances Defined

For purposes of this policy, the following circumstances shall be deemed to create Conflicts of Interest:

1. Outside Interests
   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, associate, trustee, personal representative, receiver, guardian, custodian, conservator, or other legal representative.
2. Outside Activities.
   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, employee, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator, 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, entertainment, or other favors from any individual or entity that:
   1. does or is seeking to do business with, or is a competitor of Foundation or
   2. has received, is receiving, or is seeking to receive a loan or grant, or to secure other financial 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 entertainment of nominal or insignificant value that are not related to any particular transaction or activity of the Foundation.

II. Definitions of Capitalized Terms

1. A Conflict of Interest is any circumstance described in Part I of this Policy.
2. A Responsible Person is any person serving as an officer, employee, or member of the Board of Trustees of Foundation.
3. A Family Member is a spouse, domestic partner, parent, child, or spouse of a child, brother, sister, or spouse of a brother or sister, of a Responsible Person.
4. Material Financial Interest in an entity is a financial interest of any kind that, in view of all the circumstances, is substantial enough that it would, or reasonably could, affect a Responsible Person’s or Family Member’s judgment with respect to transactions to which the entity is a party. This includes all forms of compensation in excess of $500.
5. A Contract or Transaction is any agreement involving the sale or purchase of goods, services, or rights of any kind, 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. Procedures

1. Before board or committee action on a Contract or Transaction involving a Conflict of Interest, a trustee or committee member having a Conflict of Interest and who is in attendance at the meeting shall disclose all facts material to the Conflict of Interest. 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 Conflict of Interest shall disclose to the chair of the meeting all facts material to the Conflict of Interest. 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 Conflict of Interest 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 Conflict of Interest 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 Board of Trustees of Foundation has a Conflict of Interest when he or she stands for election as an officer or for reappointment as a member of the Board of Trustees.
5. Responsible Persons who are not members of the Board of Trustees of Foundation, or who have a Conflict of Interest 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 Conflict of Interest that such Responsible Person has with respect to a Contract or Transaction. Such disclosure shall be made as soon as the Conflict of Interest 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 Conflict of Interest 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 Conflict of Interest that is subject to this policy.

IV. Confidentiality

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. Furthermore, 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, the Manager, 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. This policy shall be reviewed annually by each member of the Board of Trustees. Any changes to the policy shall be communicated immediately to all Responsible Persons.

Indemnification, Insurance & Director Liability

I. Definitions

1. “Agent” means any person who is or was a trustee or officer of the corporation, 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, whether civil, criminal, administrative or investigative;
3. “Expenses” includes without limitation attorneys’ fees and any expenses of establishing a right to indemnification under the Bylaws.

II. Indemnification 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 judgment in its favor) by reason of the fact that such person is or was an agent of the corporation. Indemnification shall be against expenses, judgments, fines, settlements 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 criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, 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. Indemnification 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 judgment 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 settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

IV. No Indemnification Shall be Made

1. For any claim, issue or matter in which the agent 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 the agent 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. Indemnification 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, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred.

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 the agent 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, the agent, the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by the corporation.

VII. Advance of Expenses

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 the agent to repay such amount, unless it is determined ultimately that the agent is entitled to be indemnified.

VIII. Forms of Indemnification Not Permitted

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

1. That it would be inconsistent with a provision of the articles of incorporation, the Bylaws, 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 settlement.

IX. Insurance

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

Contracts, Loans, Checks, Deposits & Gifts/Grants

I. Contracts

The Board of Trustees may authorize any officer or officers, agent or agents, 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. Loans to Trustees & Officers

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

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, 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 Board of Trustees.

V. Deposits

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 Board of Trustees may establish by resolution.

VI. Gifts/Grants

The Board of Trustees may accept by resolution on behalf of the corporation any gift, grant, contribution, or devise consistent with the corporation’s purposes. A non-cash gift, contribution, or devise, unless the item is intended for resale or produces revenue for the Foundation, generally will not be accepted. No gift, grant, or contribution that would compromise the Foundation’s ethics, financial, or purpose will be accepted. Unless approved by the Board of Trustees, donor directed gifts are generally not accepted.

Personnel

Manager

Employment of Manager

The Board of Trustees 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 Board of Trustees. 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 financial institution or invested by the Board of Trustees 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.

Other Duties

The Manager shall also serve as advisor to the officers of the corporation and the Board of Trustees. 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 Board of Trustees may from time to time direct.

Term of Employment

The Board of Trustees is responsible for the hiring and/or firing of the Manager on such terms as are established by resolution and/or by contract with the Manager.

Human Resource Management

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

Transparency & Accountability

Public Inspection of Annual Returns & Exemption Applications

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

Exemption Application

The Foundation shall disclose its exemption application, Form 1023, Application for Recognition of Exemption under Section 501 (c) (3) of the Internal Revenue Code, along with each of the following documents:

• all documents submitted with Form 1023
• 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. In addition, the Foundation shall publically disclose its annual information return (IRS Form 990) with schedules, attachments, 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 maintained in the corporate office and on the Foundation’s website, and be made available, upon written request, for inspection by the public during normal office hours.

Financial Reports

The Foundation Board of Trustees shall review and consider current financial reports at each board meeting.

Employee Protection (Whistleblower)

If any employee reasonably believes that some policy, practice, or activity of Foundation is in violation of law, a written complaint must be filed by that employee with the Manager 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 employees is necessary to achieving compliance with various laws and regulations. An employee is protected from retaliation only if the employee brings the alleged unlawful activity, policy, or practice 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 employees that comply with this requirement.

Foundation will not retaliate against an employee who in good faith, has made a protest or raised a complaint against some practice of Foundation, or of another individual or entity with whom Foundation has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy.

Foundation will not retaliate against employees who disclose or threaten to disclose to a supervisor or a public body, any activity, policy, or practice of Foundation, that the employee reasonably believes is in violation of a law, or a rule, 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.

Document Retention

The corporate records of the Foundation (hereafter the “Organization”) are important assets. Corporate records include essentially all records you produce as an employee, whether paper or electronic. A record may be as obvious as a memorandum, an e-mail, a contract or a case study, or something not as obvious, such as a computerized desk calendar, an appointment book or an expense record.

The law requires the Organization to maintain certain types of corporate records, 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, obstruct justice, spoil potential evidence in a lawsuit, place the Organization in contempt of court, or seriously disadvantage the Organization in litigation.

The Organization expects all Board of Trustees and employees to fully comply with any published records retention or destruction policies and schedules, provided that all employees 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, or have any question regarding the possible applicability of that exception, 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. Tax Records. Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of deductions, business costs, accounting procedures, 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/Personnel Records. State and federal statutes require the Organization to keep certain recruitment, employment and personnel information. The Organization should also keep personnel files that reflect performance reviews and any complaints brought against the Organization or individual employees 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 employee's personnel file. Employment and personnel records should be retained for 6 years.
3. Board and Board Committee Materials. Meeting minutes should be retained in perpetuity in the Organization’s minute book.
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. Legal Files. Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of 10 years.
6. Contracts. 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. Electronic Mail. 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 Document Retention Policy may result in punitive action against the employee, including suspension or termination. Questions about this police should be referred to the Manager or officer who is in charge of administering, enforcing and updating this policy.

Good¢ents Program (Round Up)

I. Purpose

The Foundation will be funded by the Good¢ents Program voluntary contributions 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 educational projects of nonprofit and community organizations. The Good¢ents Program administered by the Foundation’s Board of Trustees will seek to disperse contributions to organizations and communities primarily located in the area served by GVEA for charitable and educational purposes.

The Good¢ents Program is designed to provide financial assistance to organizations that serve GVEA members and their communities.

II. Geographic Focus

Contributions shall be focused geographically within the area served by GVEA. 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 educational 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. In addition, the following are funding categories:

1. Community Service
   1. Programs, projects and organizations that are important components of a community’s overall quality of life, with emphasis on public safety, health care, education, self-sufficiency and basic human needs.
   2. Programs and projects that enhance the cultural environment of the service area.
2. Economic Development
   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. Community 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. Education and Youth
   1. Educational and leadership programs; projects promoting civic responsibility, good conservation and Cooperative educational 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. Environment
   1. Programs and projects that promote community recycling and natural resource preservation.
   2. Community-based environmental education programs.
   3. Agricultural research programs and projects.
5. Disaster Relief
   1. Programs and projects that provide disaster relief, including programs that provide food, clothing, shelter, medical care, clean up, and repair/reconstruction assistance in an emergency following an accident, a severe storm or other causes.

IV. Funding Restrictions

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. Candidates for political office, political parties or any political purpose
   3. Payment of electric utility bills
   4. Religious purposes
   5. Organized labor activities
   6. Endowments
3. Contributions generally will not be made for:
   1. Fundraising events
   2. National and state organizations or fund drives
   3. Advertising
   4. Ongoing operating expenses for any entity

V. Evaluation Factors

1. The maximum amount available to any group or organization is $15,000 per year. 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 Board of Trustees will review all applications. The Board of Trustees will meet no less than semi-annually and may meet more frequently as determined by the number of applications received. The Board of Trustees 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 contributions 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.