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

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


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

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

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.

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 __________________________

Return to

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

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.

Financial Interest
– A person has a financial interest if the

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


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


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


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


Compensation includes direct and indirect remuneration as well

      as gifts or favors that are not


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


Duty to Disclose –
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.


Determining Whether a Conflict of Interest Exists –


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.


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


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.


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.


Violations of the Conflicts of Interest Policy


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.


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.

minutes of the FOLA Board of Directors and any committee with board
delegated powers shall contain:


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


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.


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.

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


Has received a copy of the conflicts of interest policy,


Has read and understands the policy,


Has agreed to comply with the policy, and


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.

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:


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


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.

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: _______________________,


FOLA Treasurer, David Almond:  ____________________,

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Membership Policy


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

Individual Membership – One membership for a single individual

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

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



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


Privileges of Memberships:

Individual Membership – 1 vote

2. Family
Membership – 2 votes

Corporate Business Membership – non-voting participant

4. Premier
Corporate Business Membership – non-voting participant

5. Honorary
Membership – non-voting participant



Individual Membership – $25

2. Family
Membership – $45

Corporate Business Membership – $100

4. Premier
Corporate Business Membership – $200

5. Honorary
Membership – No Fee

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



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.


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

Return to Policies

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


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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