CONFLICT OF INTEREST POLICY

Adopted by the Board of Directors effective August 19, 2026. This policy is intended to protect the Corporation when it is contemplating a transaction or arrangement that may benefit the private interest of a director, officer, founder, family member, related entity, or other interested person.

1. Covered Persons and Definitions

Covered Persons. This policy applies to directors, officers, committee members with Board-delegated authority, key volunteers or representatives acting for the Corporation, and related persons or entities when relevant.

Financial Interest. A person has a financial interest if the person, directly or indirectly, through business, investment, employment, family, ownership, control, or related-party relationship, has an actual or potential compensation arrangement, ownership interest, contract, transaction, reimbursement interest, or other financial benefit involving the Corporation.

Conflict of Interest. A conflict exists when a covered person has a personal, family, financial, professional, or related-party interest that could interfere with objective action in the best interests of the Corporation. A financial interest is not necessarily a prohibited conflict; it must be disclosed and handled under this policy.

2. Duty to Disclose and Board Procedure

A covered person shall promptly disclose any actual or potential conflict before the Corporation acts on the matter.

The interested person may provide factual information requested by the Board but shall not vote on whether a conflict exists or on the related transaction, unless applicable law permits otherwise and the Board documents the basis for action.

The disinterested directors shall determine whether a conflict exists and whether the proposed action is fair, reasonable, in furtherance of exempt purposes, and in the Corporation's best interests.

If appropriate, the Board shall consider alternatives that do not involve the conflict or related-party interest.

Approval of any conflict transaction must be documented in minutes or written consent, including disclosure, abstention/recusal when applicable, comparability or fairness information, and the vote or decision taken.

3. Compensation and Related-Party Matters

No director, officer, founder, family member, or related entity is approved for compensation by this policy. Future compensation, contractor fees, consulting fees, management fees, or related-party payments require advance review under this policy, the Compensation and Reimbursement Policy, the Bylaws, and Board approval. The person whose compensation or related-party arrangement is considered may provide information but shall not control the decision.

4. Annual Statements and Records

Each director and officer shall annually sign a statement acknowledging receipt of this policy, agreement to comply, and disclosure of known actual or potential conflicts. The Secretary shall maintain conflict disclosures, minutes, written consents, and related records in the Corporate Records Book.

5. Violations

If the Board has reasonable cause to believe a covered person failed to disclose a conflict, the Board shall inform the person, allow a reasonable response, and take appropriate corrective action, including documentation, recusal, reversal or reconsideration of the transaction when feasible, removal from a role, or other action consistent with law and the Bylaws.

COMPENSATION AND REIMBURSEMENT POLICY

Adopted by the Board of Directors effective August 19, 2026. This policy governs compensation, contractor payments, related-party payments, and reimbursements. It does not approve any compensation at this time.

1. Initial Restriction

No salary, contractor fee, consulting fee, management fee, honorarium, stipend, bonus, related-company fee, or other compensation to any director, officer, founder, family member, insider, or related entity is approved at this time. This restriction does not prohibit reasonable reimbursement of actual, approved, and documented expenses incurred for Corporation purposes.

2. Future Compensation or Related-Party Payments

Any proposed compensation or related-party payment must be approved in advance by the Board under the Bylaws and Conflict of Interest Policy.

The interested person must disclose the interest and may provide information, but should not control or vote on the approval unless permitted by law and documented.

The Board must determine that the amount and arrangement are reasonable, necessary for corporate purposes, in furtherance of exempt purposes, and not private inurement or impermissible private benefit.

When practical, the Board should review comparable data, written quotes, market rates, or other information supporting reasonableness.

The decision must be recorded in minutes or written consent, including disclosure, recusal/abstention when applicable, information reviewed, and decision made.

3. Reimbursements

Reimbursements are permitted only for actual, reasonable, approved, and documented expenses incurred for Corporation purposes. Acceptable documentation includes receipts, invoices, mileage records, transaction records, or written explanation when a receipt is unavailable. Reimbursement requests should state the corporate purpose and be reviewed by an authorized officer who is not the requester when practical.

4. Prohibited Payments and Loans

Corporate funds may not be used for personal expenses. The Corporation shall not make loans, personal advances, or guarantees to directors, officers, founders, family members, insiders, or related entities. Reimbursements of approved and documented corporate expenses are not loans.

5. Records

The Treasurer shall maintain reimbursement records, payment documentation, and related approvals. The Secretary shall maintain Board approvals involving compensation, related-party matters, or policy exceptions in the Corporate Records Book.

FINANCIAL CONTROLS POLICY

Adopted by the Board of Directors effective August 19, 2026. This policy supports accurate records, separation of funds, ordinary financial operations, and oversight consistent with the Bylaws and the Corporation's nonprofit and tax-exempt purposes.

1. Authorized Financial Officers

The President and the Vice-President/Treasurer are authorized financial officers. Each may act individually for ordinary corporate financial operations unless law, the Bylaws, a financial institution, or a specific Board resolution requires otherwise. Independent authority does not eliminate the duty to document transactions and report material financial activity to the Board.

2. Accounts and Separation of Funds

Corporate funds must be maintained separately from personal funds, ABHL funds, and other non-ASHAL funds.

Accounts, payment processors, merchant services, donation platforms, checks, cards, and online credentials must be used only for corporate purposes.

Cash, checks, electronic transfers, dues, fees, sponsorships, and donations must be recorded with date, source, amount, purpose, restrictions if any, and deposit/payment method.

3. Expenses, Payments, and Reimbursements

Expenses must have a corporate purpose and supporting documentation.

Reimbursements require actual expense, documentation, and corporate purpose; a requester should not be the sole approver of that person's reimbursement when practical.

Related-party payments, compensation, grants, cash awards, scholarships, foreign transfers, loans, guarantees, and personal advances require separate written policy and Board approval when permitted.

4. Review and Records

The Vice-President/Treasurer should maintain or supervise financial records, ledgers, statements, receipts, invoices, deposits, disbursements, and payment processor reports.

The Board should review financial activity at least annually and more often if significant funds, public donations, restricted funds, or unusual transactions arise.

Financial records must be preserved according to the Document Retention and Destruction Policy.

5. Donor and Restricted Funds

If a contribution or sponsorship is restricted for a specific exempt purpose, the restriction must be recorded and honored unless lawfully released or modified. No donor may receive governance rights, private benefit, or guaranteed honors in exchange for funds.

DOCUMENT RETENTION AND DESTRUCTION POLICY

Adopted by the Board of Directors effective August 19, 2026. This policy governs preservation and destruction of corporate records. Digital copies are acceptable if accurate, accessible, backed up, and protected.

Retention Schedule

Retention Period

Records

Permanent

Articles of Incorporation, amendments, certificates, bylaws, board minutes, written consents, major resolutions, corporate policies, EIN letter, IRS exemption application, IRS determination letter, annual reports, major registrations.

At least 7 years

Bank statements, ledgers, receipts, invoices, reimbursements, budgets, financial reports, donation records, sponsorship records, payment processor reports, contracts, insurance, tax filings, payroll/contractor records if any.

At least 3 years after inactive/closed

Routine correspondence, event/project files, non-voting membership records, volunteer records, applications, program records, routine administrative files, unless a longer period applies.

Until superseded

Current policy manuals, fee schedules, forms, website legal pages, public disclosure templates, operating instructions.

Destruction Rules

Records may be destroyed only after the applicable retention period and only if there is no pending or reasonably anticipated audit, IRS/FDACS inquiry, government request, claim, investigation, litigation, or dispute.

If a legal, regulatory, tax, banking, or donor-related issue is pending or reasonably anticipated, relevant records must be preserved until the matter is fully resolved.

Confidential paper records should be shredded; confidential digital records should be securely deleted when destruction is permitted.

No director, officer, volunteer, or representative may knowingly destroy, alter, conceal, or falsify records relevant to a pending or reasonably anticipated inquiry or proceeding.

Responsibilities

The Secretary is responsible for the Corporate Records Book. The Vice-President/Treasurer is responsible for financial records. All directors and officers must preserve records in their possession and provide copies to the Corporation when reasonably requested for corporate purposes.

WHISTLEBLOWER POLICY

Adopted by the Board of Directors effective August 19, 2026. This policy encourages good-faith reporting of concerns about compliance, misuse of assets, financial irregularities, conflicts of interest, retaliation, harassment, discrimination, or conduct inconsistent with the Corporation's nonprofit purposes.

1. Reporting

A person may report a concern to the President, Vice-President/Treasurer, Secretary, or any director not involved in the concern. Reports may be written or oral, but written reports are preferred when practical. If the concern involves a particular officer or director, it should be directed to another non-involved director when possible.

2. No Retaliation

The Corporation prohibits retaliation against any person who, in good faith, reports a concern, participates in review of a concern, refuses to participate in improper conduct, or assists with corrective action. Retaliation may result in corrective action, removal from role, termination of participation, or other action permitted by law and the Bylaws.

3. Review and Confidentiality

Reports should be reviewed promptly and fairly by non-involved directors or persons designated by the Board.

Confidentiality will be protected to the extent practical and consistent with an adequate review, legal obligations, and the Corporation's need to take corrective action.

The Board may consult an outside advisor or appropriate authority if a matter is serious, complex, or involves all directors.

4. Bad-Faith Reports and Records

Good-faith reports are protected even if not substantiated. Knowingly false, malicious, or bad-faith reports may result in corrective action. The Secretary shall preserve reports, review records, and Board actions according to the Document Retention and Destruction Policy.

Web note: concerns under this policy may be sent to governance@theamericanshal.org, which reaches the Board of Directors. If a concern involves a specific director, it may be addressed by name to another director at the same address.

NON-DISCRIMINATION AND CODE OF CONDUCT POLICY

Adopted by the Board of Directors effective August 19, 2026. This policy supports an educational, cultural, literary, and charitable environment consistent with the Corporation's nonprofit purposes.

1. Non-Discrimination

The Corporation shall not unlawfully discriminate in programs, activities, participation, volunteer opportunities, or institutional dealings on the basis of race, color, religion, sex, national origin, age, disability, genetic information, veteran status, or any other status protected by applicable law. Lawful program-specific criteria approved by the Board may be used when consistent with exempt purposes and applicable law.

2. Conduct Expectations

Participants, directors, officers, volunteers, advisors, members, honorees, donors, sponsors, and representatives should act respectfully and in a manner consistent with the Corporation's mission.

Harassment, threats, violence, intimidation, fraud, misuse of institutional titles, misuse of funds, discriminatory conduct, or conduct that materially harms the Corporation may result in corrective action.

Institutional titles, honors, memberships, recognitions, certificates, seals, names, or affiliations may be used only as authorized by the Board or written policy.

The Corporation is not a governmental licensing body and does not grant professional licensure, governmental authority, academic degrees, or regulated professional credentials unless expressly authorized by law.

3. Events, Communications, and Online Spaces

This policy applies to Corporation events, meetings, publications, ceremonies, programs, email communications, websites, social media pages, messaging groups, and other spaces connected to the Corporation. The Board may remove, suspend, or restrict participation when necessary to protect the Corporation, its mission, participants, records, or reputation.

4. Reporting and Board Authority

Concerns may be reported to any officer or director. The Board has final authority to interpret and enforce this policy, consistent with the Articles of Incorporation as amended, Bylaws, written policies, and applicable law.