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DocuSign Envelope ID:AB039DC1-8309-4D41-B525-6E84F973FAA6 <br /> EXCHANGE CLUB CENTER FOR THE PREVENTION OF <br /> CHILD ABUSE OF NORTH CAROLINA, INC. <br /> (EXCHANGE I SCAN) <br /> FORSYTH COUNTY <br /> POLICY ON CONFLICT OF INTEREST <br /> WHEREAS, the varied interests and backgrounds of the Directors, Officers, and Executives of Exchange/ <br /> SCAN could result in situations where the giving of service involves a dual interest which might be interpreted <br /> as a conflict of interest; and <br /> WHEREAS,the service of such Directors, Officers,and Executives should not be rendered impossible solely by <br /> reason of duality of interest or possible conflict of interest; and <br /> WHEREAS,duality of interest of possible conflict of interest on the part of such Directors, Officers and <br /> Executives can most properly be controlled by full disclosure of any such interest and by the abstention from <br /> voting on any matter where any possible conflict of interest is or might be thought to be involved, now therefore <br /> be it <br /> RESOLVED: That the following policy concerning possible duality of interest or conflict of interest on the part <br /> of Directors, Officers, and Executives is hereby adopted: <br /> 1. All Directors, Officers, and Executives of Exchange/ SCAN, shall scrupulously avoid any conflict <br /> between their own respective individual interests and the interests of Exchange/SCAN in any and all <br /> actions taken by them on behalf of Exchange/SCAN in their respective capacities; and <br /> 2. In the event any director, Officer, or Executive of Exchange/SCAN, shall have any direct or indirect <br /> interest in or relationship with any individual or organization which proposes to enter into any <br /> transaction with Exchange/ SCAN for the sale,purchase, lease or rental of property or to render or <br /> employ services,personal or otherwise, such Director, Officer, or Executive shall forthwith give the <br /> Board of Directors of Exchange/SCAN notice of such interest or relationship and shall thereafter <br /> refrain from voting or otherwise attempting to affect its decision to participate or not to participate in <br /> such transaction. Minutes of appropriate meetings should reflect that such disclosure was made, and <br /> that such Director abstained from voting and was not counted for the purpose of determining a quorum; <br /> and <br /> 3. The foregoing requirements,however, should not be construed to prevent a particular Director from <br /> briefly stating his position in the matter, nor from answering pertinent questions of other Directors by <br /> reason of the fact that personal knowledge on the matter may be of assistance to the other Directors in <br /> reaching their decision; and <br /> 4. A copy of this statement shall be furnished each Director, Officer, and Executive who is presently <br /> serving Exchange/SCAN, or who may hereafter become associated with Exchange/ SCAN. <br />