The Board of Directors of the Buckner Homestead Heritage Foundation believes that all persons responsible for policy decisions affecting the Foundation should understand and apply their responsibilities in good faith and with diligence for the benefit of the Foundation, and avoid any direct or indirect relationship, which might constitute a conflict of interest. In accordance with this belief, we adopt the following policies:

All Board members shall act in the best interest of the Buckner Homestead Heritage Foundation. For the purposes of this section, ‘conflict of interest’ shall be anyone or more of the following:

A conflict which the director believes may or does interfere with his or her ability to exercise a director’s fiduciary responsibilities to the Foundation.

A pecuniary transaction or a set of transactions, where the director receives pecuniary
benefits in excess of $1000.00 from the Foundation in any one fiscal year.

A situation where voting on an issue before the Board of Directors places the director in the position of conflict between the fiduciary interests of the Foundation and personal pecuniary interests of the director.

Any possible conflict of interest on the part of any Board member should be disclosed to other members of the Board and made a matter of record either annually or whenever a specific matter of interest is concerned. Any director who believes he or she has a conflict of interest or a potential conflict of interest shall disclose the conflict or potential conflict in a letter to the President of the Board.

Any Board member having a possible conflict of interest on any matter should not vote or use his or her personal influence in the matter. The minutes of the meeting will reflect both the disclosure and abstention from voting.

The Board member may state his or her views and may answer pertinent questions once disclosure of conflict of interest is made.

All new members of the Board will be informed of this policy and the question of conflict of interest will be reviewed annually.

Board members shall be held to a strict standard of honest and fair dealing between themselves and the Foundation. They shall not use their positions or any knowledge gained there from in such a way that a conflict of interest might arise.

Board members shall not accept any gift, favor, or hospitality that will influence their decisions or actions in the fulfillment of their responsibilities as members of the Board.

There shall be no direct or indirect loan of cash or property to any director of the Foundation.

There shall be no direct or indirect sale or lease of real estate from any director to the Foundation without prior written approval of the Board of Directors. This prohibition does not apply to outright gifts of real estate by a director of the Foundation.

A “whistleblower” is defined as an individual in service to the Buckner Homestead Heritage Foundation who reports an activity that they consider illegal, fraudulent, or dishonest. The reporting individual is not responsible for investigating the activity or for determining fault or corrective measures; appropriate management is charged with these responsibilities.

If an individual has knowledge of or concern about illegal, fraudulent, or dishonest activity, that individual is to contact the Board President or the Board as a whole. All reports of illegal, fraudulent, or dishonest activity will be promptly submitted to the Board of Directors, who is responsible for investigating and coordinating corrective action.

As far as possible, the confidentiality of the individual will be maintained; however, identity may be disclosed in order to conduct a thorough investigation, to comply with existing laws, and to provide accused individuals their legal right of defense. Buckner Homestead Heritage Foundation will not retaliate against a whistleblower. This includes, but is not limited to, protection from retaliation in the form of an adverse employment action such as termination, compensation decreases, poor work assignments, and threats of physical harm. An Individual who believes he or she is being retaliated against must immediately contact the Board President or the Board of Directors. The right of a whistleblower for protection against retaliation does not include immunity for personal wrongdoing that is alleged and investigated.

The Buckner Homestead Heritage Foundation will not discriminate against anyone on the basis of age, gender, race, national origin, ethnicity, religion, sexual orientation, or disability.

These Bylaws may be amended, altered, or repealed by the affirmative vote of a majority of the whole Board of directors at any regular or special meeting of the Board.

Adopted this 2nd day of August, 2011