General

The Organization's Code of Ethics and Conduct ("Code") required directors, officers, and

employees to observe high standards of business and personal ethics in the conduct of

their duties and responsibilities. As employees and representatives of the Organization,

we must practice honesty and integrity in fulfilling our responsibilities and comply with

all applicable laws and regulations.

Reporting Responsibility

It is the responsibility of all directors, officers, and employees to comply with the Code

and to report violations or suspected violations in accordance with the Whistleblower

Policy.

No Retaliation

No director, officer or employee who in good faith reports a violation of the Code shall

suffer harassment, retaliation or adverse employment consequence. An employee who

retaliates against someone who has reported a violation in good faith is subject to

discipline up to and including termination of employment. This Whistleblower Policy is

intended to encourage and enable employees and others to raise serious concerns within

the Organization prior to seeking resolution outside the Organization.

Reporting Violations

The Code addresses the Organization's open door policy and suggests that employees

share their questions, concerns, suggestions or complaints with someone who can address

them properly. In most cases, an employee's supervisor is in the best position to address

an area of concern. However, if you are not comfortable speaking with your supervisor or

you are not satisfied with your supervisor's response, you are encouraged to speak with

someone in the Human Resources Department or anyone in management whom you are

comfortable in approaching. Supervisors and managers are required to report suspected

violations of the Code of Conduct to the Organization's Compliance Officer, who has

specific and exclusive responsibility to investigate all reported violations. For suspected

fraud, or when you are not satisfied or uncomfortable with following the Organization's

open door policy, individuals should contact the Organization's Compliance Officer

directly.

Compliance Officer

The Organization's Compliance Officer is responsible for investigating and resolving all

reported complaints and allegations concerning violations of the Code and, at his

discretion, shall advise the Executive Director and/or the audit committee. The

Compliance Officer has direct access to the audit committee of the board of directors and

is required to report to the audit committee at least annually on compliance activity. The

Organization's Compliance Officer is the chair of the audit committee.

Accounting and Auditing Matters

The audit committee of the board of directors shall address all reported concerns or

complaints regarding corporate accounting practices, internal controls or auditing. The

Compliance Officer shall immediately notify the audit committee of any such complaint

and work with the committee until the matter is resolved.

Acting in Good Faith

Anyone filing a complaint concerning a violation or suspected violation of the Code must

be acting in good faith and have reasonable grounds for believing the information

disclosed indicates a violation of the Code. Any allegations that prove not to be

substantiated and which prove to have been made maliciously or knowingly to be false

will be viewed as a serious disciplinary offense.

Confidentiality

Violations or suspected violations may be submitted on a confidential basis by the

complainant or may be submitted anonymously. Reports of violations or suspected

violations will be kept confidential to the extent possible, consistent with the need to

conduct an adequate investigation.

Handling of Reported Violations

The Compliance Officer will notify the sender and acknowledge receipt of the reported

violation or suspected violation within five business days. All reports will be promptly

investigated and appropriate corrective action will be taken if warranted by the

investigation.