Friends of Ludlow Auditorium

1 Whispering Pines • Ludlow, VT  05149

Tel (802) 228-7239 • email:

[a 50l (c)(3) organization]


"Our purpose is to promote the use of the Ludlow Auditorium

for the benefit and entertainment of the people of Ludlow,

the surrounding Black River area, and its visitors"





Document Retention

Conflict of Interest


Whistle Blower


Document Retention


FOLA (Friends of Ludlow Auditorium)





The purposes of this document retention policy are for FOLA (Friends of Ludlow Auditorium) (the “Organization”) to enhance compliance with the Sarbanes-Oxley Act and to promote the proper treatment of corporate records of the Organization.





Section 1. General Guidelines. Records should not be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be eliminated from the files. The cost of maintaining records is an expense which can grow unreasonably if good housekeeping is not performed. A mass of records also makes it more difficult to find pertinent records.


From time to time, the Organization may establish 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 warrant special consideration are identified below. While minimum retention periods are established, 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, as well as the exception for litigation relevant documents and any other pertinent factors.


Section 2. Exception for Litigation Relevant Documents. The Organization expects all officers, directors, and employees to comply fully with any published records retention or destruction policies and schedules, provided that all officers, directors, and 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 it is determined that the records are no longer needed. That exception supersedes any previously or subsequently established destruction schedule for those records.


Section 3. Minimum Retention Periods for Specific Categories.

(a) Organizational Documents. Organizational records include the Organization’s

articles of incorporation, by-laws and IRS Form 1023, Application for Exemption.

Organizational records should be retained permanently. IRS regulations require

that the Form 1023 be available for public inspection upon request.

(b) Tax Records. Tax records include, but may not be limited to, documents

concerning payroll, expenses, proof of contributions made by donors, accounting

procedures, and other documents concerning the Organization’s revenues. Tax

records should be retained for at least seven years from the date of filing the

applicable return.

(c) 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 in the employee's personnel file all final memoranda and

correspondence reflecting performance reviews and actions taken by or against

personnel. Employment applications should be retained for three years.

Retirement and pension records should be kept permanently. Other employment

and personnel records should be retained for seven years.

(d) Board and Board Committee Materials. Meeting minutes should be retained in

perpetuity in the Organization’s minute book. A clean copy of all other Board

and Board Committee materials should be kept for no less than three years by the


(e) Press 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 the Organization.

(f) 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 ten years.

(g) Marketing and Sales Documents. The Organization should keep final copies of

marketing and sales documents for the same period of time it keeps other

corporate files, generally three years.  An exception to the three-year policy may be sales invoices, contracts, leases, licenses, and other legal documentation. These documents should be kept for at least three years beyond the life of the agreement.

(h) Development/Intellectual Property and Trade Secrets. Development documents are often subject to intellectual property protection in their final form (e.g., patents and copyrights). The documents detailing the development process are often also of value to the Organization and are protected as a trade secret where the Organization:

(i) derives independent economic value from the secrecy of the information;


(ii) has taken affirmative steps to keep the information confidential.

The Organization should keep all documents designated as containing trade secret information for at least the life of the trade secret.

(i) 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.

(j) Correspondence. Unless correspondence falls under another category listed

elsewhere in this policy, correspondence should generally be saved for two years.

(k) Banking and Accounting. Accounts payable ledgers and schedules should be kept for seven years. Bank reconciliations, bank statements, deposit slips and checks (unless for important payments and purchases) should be kept for three years.  Any inventories of products, materials, and supplies and any invoices should be kept for seven years.

(l) Insurance. Expired insurance policies, insurance records, accident reports, claims, etc. should be kept permanently.

(m) Audit Records. External audit reports should be kept permanently. Internal audit reports should be kept for three years.

Section 4. Electronic Mail. E-mail that needs to be saved should be either:

(i) printed in hard copy and kept in the appropriate file; or

(ii) downloaded to a computer file and kept electronically or on disk as a

separate file.


Adopted by FOLA On ____________________________________

Authorizing FOLA Representative __________________________

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Conflict of Interest





Section 1.  PURPOSE - The purpose of this conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of Friends of Ludlow Auditorium, Inc. (“FOLA”) or might result in a possible excess benefit transaction.  This policy is intended to supplement but not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.


 Section 2.  DEFINITIONS

1.    Interested Person – Any director, officer, or member of  committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

2.    Financial Interest – A person has a financial interest if the person

     has, directly or indirectly, through business, investment, or family:

a.     An ownership or investment interest in any entity with which FOLA has a transaction or arrangement, or

b.    A compensation arrangement with FOLA or with any entity or individual with which FOLA has a transaction or arrangement, or

c.     A potential ownership or investment interest in, or compensation interest with, any entity or individual with which FOLA is negotiating a transaction or arrangement.

d.    Compensation includes direct and indirect remuneration as well

      as gifts or favors that are not insubstantial.

e.      A financial interest is not necessarily a conflict of interest.

      Under Section 3, Part 2, a person who has a financial interest

       may have a conflict of interest only if FOLA’s Board of

       Directors decides that a conflict of interest exists.


Section 3.  PROCEDURES

1.    Duty to Disclose – In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to FOLA’s Board of Directors in connection with their consideration of the proposed transaction or arrangement.

2.    Determining Whether a Conflict of Interest Exists – After

     disclosure of the financial interest and all material facts, and after any

     discussion with the interested person, he/she shall leave the FOLA

     Board of Director’s meeting while the determination of a conflict of

     interest is discussed and voted upon by the other board members.

3.    Procedures for Addressing the Conflict of Interest

             a.  An interested person may make a presentation at a meeting of 

                  FOLA’s Board of Directors, but after the presentation, he/she

                  shall leave the meeting during the discussion of, and the vote

                  on, the transaction or arrangement involving the possible

                  conflict of interest.

              b. The Chairman of the FOLA Board of Directors may appoint a

                  disinterested person or committee to investigate alternatives to

                  the proposed transaction or arrangement.

c.     After exercising due diligence, the FOLA Board of Directors shall determine whether FOLA can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d.    If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the FOLA Board of Directors shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in FOLA’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, the FOLA Board of Directors shall make its decision as to whether to enter into the transaction or arrangement.

4.    Violations of the Conflicts of Interest Policy

a.     If the FOLA Board of Directors has reasonable cause to

     believe a member has failed to disclose actual or possible

     conflicts of interest, it shall inform the member of the basis for

     such belief and afford the member an opportunity to explain the

     alleged failure to disclose.

b.    If, after hearing the member’s response and after making further

     investigation as warranted by the circumstances, the FOLA

     Board of Directors determines the member has failed to disclose

    an actual or possible conflict of interest, it shall take appropriate

    disciplinary and corrective action.

Section 4. RECORDS OF PROCEEDINGS – The minutes of the FOLA Board of Directors and any committee with board delegated powers shall contain:

a.     The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the decision of the FOLA Board of Directors as to whether a conflict of interest in fact existed.

b.    The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.


1.        Directors serve without direct remuneration of any type and  FOLA

       does not intend to have employees in the foreseeable future.  A

       member of FOLA’s Board of Directors that receives compensation

       indirectly from FOLA is precluded from voting on matters pertaining

       to that member’s compensation.

2.        No voting member of FOLA’s Board of Directors or any committee

       whose jurisdiction includes compensation matters and who receives

       compensation, directly or indirectly, from FOLA, either individually or

       collectively, is prohibited from providing information to any

       committee regarding compensation.

Section 6.  ANNUAL STATEMENTS – Each director, officer and member of a compensation committee with governing board delegated powers shall annually sign a statement which affirms such person:

a.     Has received a copy of the conflicts of interest policy,

b.    Has read and understands the policy,

c.     Has agreed to comply with the policy, and

d.    Understands that FOLA is a charitable organization and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 7.  PERIODIC REVIEWS – To ensure FOLA operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted.  The periodic reviews shall, at a minimum, include the following subjects:

a.     Whether any compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.

b.    Whether partnerships, joint ventures, and arrangements with management organizations conform to FOLA’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Section 8.  USE OF OUTSIDE EXPERTS – When conducting the periodic reviews as provided for in Section 7, FOLA may, but need not, use outside advisors.  If outside experts are used, their use shall no relieve FOLA’s Board of Directors of responsibility for ensuring periodic reviews are conducted.


This Conflict of Interest Policy was first adopted by the FOLA Board of Directors on __________________.


Signatures of FOLA Board of Director members:


Board Chairman, Ralph Pace: _______________________, date_________


FOLA Treasurer, David Almond:  ____________________, date_________


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FOLA Membership Policy


The following describes membership categories, rights, fees, and terms of membership.  All forms of membership shall have a term of one year, that year to begin in the month when the membership fee is paid and terminating in the succeeding year at the end of the month prior to the beginning month, if a fee is required.  If no fee is required, the term of membership shall be defined by the action of the Board of Directors.  Fee structure shall be periodically reviewed by the Board of Directors; changes to the fee structures recommended by the Board must be approved by the Membership attending the Annual Meeting.



Types of Memberships:

1. Individual Membership - One membership for a single individual

2. Family Membership - Membership for all members of a family unit

3. Corporate Business Membership - Membership of a business organization

4. Premier Corporate Business Membership - Membership of a business organization

5. Honorary Membership - Individual or organization membership as determined by the Board of Directors


Membership Qualifications:

All Individual and Family members will be residents, property owners, or frequent visitors to the Black River area and exhibit an interest in the goals and objectives of FOLA.  All other membership will be at the discretion of the Board of Directors


Voting Privileges of Memberships:

1. Individual Membership - 1 vote

2. Family Membership - 2 votes

3. Corporate Business Membership - non-voting participant

4. Premier Corporate Business Membership - non-voting participant

5. Honorary Membership - non-voting participant


Membership Fees:

1. Individual Membership - $25

2. Family Membership - $45

3. Corporate Business Membership - $100

4. Premier Corporate Business Membership - $200

5. Honorary Membership - No Fee

All membership fees received by FOLA will be acknowledged by letter from the Treasurer within a month of receipt of the payment.


Membership Privileges:

1. Individual and Family Members will be entitled to vote on agenda items at the annual, special, and all other periodic meetings of FOLA.  They will be given first call for tickets to FOLA-sponsored programs, advised of program activities, and, at the annual meeting, select the members of the Board of Directors.  They will not enjoy any discounts or similar price reductions to FOLA-sponsored programs or activities.


2. Corporate and Premier Corporate Business Membership will be invited to the annual and special meetings but shall not have voting authority.  The primary benefits derived from this membership will be listing of the business members in programs for FOLA-sponsored activities.


3. Honorary Membership will be invited to attend the annual and special meetings of FOLA but will not have any voting rights.


This policy was approved by the FOLA Directors at its meeting of January 9, 2012.


_______________________________, Ralph Pace, Chairman


_______________________________, Janet Pace, Secretary


_______________________________, David Almond, Treasurer


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Whistle Blower Policy


Whistleblower Policy of FOLA (Friends of Ludlow Auditorium)


[FOLA (Friends of Ludlow Auditorium)] (the "Organization") requires its directors, officers, and volunteers to observe high standards of business and personal ethics in the conduct of their duties and responsibilities within the Organization. As representatives of the Organization, we must practice honesty and integrity in fulfilling our responsibilities and must comply with all applicable laws and regulations.


The purpose of this Whistleblower Policy is to create an ethical and open work

environment, to ensure that Organization has a governance and accountability structure that supports its mission, and to encourage and enable directors, officers,   and volunteers of the Organization to raise serious concerns about the occurrence of illegal or unethical actions within the Organization before turning to outside parties for resolution.


Nothing contained in this Whistleblower Policy provides any director, officers, or volunteer of the Organization with any additional rights or causes of action not otherwise available under applicable law.


Reporting Responsibility


All directors, officers,   and volunteers of the Organization have a responsibility to report any action or suspected action taken within the Organization that is illegal, unethical or violates any adopted policy of the Organization ("Violations").  Anyone reporting a Violation must act in good faith, without malice to the organization or any individual in the organization and have reasonable grounds for believing that the information shared in the report indicates that a Violation has occurred. A person who makes a report does not have to prove that a Violation has occurred. However, any report which the reporter has made maliciously or any report which the reporter has good reason to believe is false will be viewed as a serious disciplinary offense.


No Retaliation


No one who in good faith reports a Violation or who, in good faith, cooperates in the investigation of a Violation shall suffer harassment, retaliation or adverse consequences. Any individual within the Organization who retaliates against another individual who has reported a Violation in good faith or who, in good faith, has cooperated in the investigation of a Violation is subject to discipline, including termination of volunteer status.


If you believe that an individual who has made a good faith report of a Violation or who has, in good faith, cooperated in the investigation of a Violation is suffering harassment, retaliation or adverse employment consequences, please contact David Almond (the "Compliance Officer").


Reporting Process


All directors, officers, and volunteers should address their concerns relating

to a Violation to any person within the Organization who can properly address those concerns.   You are encouraged to speak to the Compliance Officer or to anyone in management you feel comfortable approaching.


The Organization encourages anyone reporting a Violation to identify himself or herself when making a report in order to facilitate the investigation of the Violation. However, reports addressed to an individual within the Organization may be submitted on a confidential basis and reports may be submitted to the Compliance Officer anonymously by written letter or electronic means that is secured.


Compliance Officer


A supervisor, manager and board member is required to notify the Compliance Officer of every report of a Violation. The Compliance Officer will notify the sender and acknowledge receipt of a report of Violation within five business days, but only to the extent the sender's identity is disclosed or a return address is provided.


The Compliance Officer is responsible for promptly investigating all reported Violations and for causing appropriate corrective action to be taken if warranted by the investigation.


The board of directors is responsible for addressing all reported concerns or complaints of Violations relating to corporate accounting practices, internal controls or auditing. Therefore, the Compliance Officer must immediately notify the audit committee of any such concern or complaint. In addition, if the Compliance Officer deems it appropriate, the Compliance Officer may advise the Executive Director or the audit committee of any other reported Violations.


The Compliance Officer has direct access to the board of directors and is required to report to the board of directors at least annually on compliance activity.


Compliance Officer:    David Almond,

                              24 South Hill Estates

                              Ludlow, VT 05149



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