BYLAWS. Youth adventure Program, inc. ARTICLE I. Location

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1 BYLAWS of Youth adventure Program, inc. ARTICLE I Location The principal office of Youth Adventure Program, Inc., d/b/a "Trail Life USA" (the "Corporation"), at which the general business of the Corporation shall be transacted and where the records of the Corporation shall be kept, shall be at such place in Florida as shall be fixed by the Board of Directors. ARTICLE II Mission, Purpose and Principles Section 2.1. Purpose. The purpose of the Corporation shall be to create, promote, and support, through organization and cooperation with Charter Organizations a Christian adventure, character, and leadership program for young men through a program centered on outdoor experiences that build a young man's skills and allow him to grow on a personal level and as a role model and leader for his peers. Living a life established on timeless values derived from the Bible. Section 2.2. Vision. To be the premier national character development organization for young men which produces Godly and responsible husbands, fathers and citizens. Section 2.3. Mission.To guide generations of courageous young men to honor God, lead with integrity, serve others, and experience outdoor adventure. Section 2.4. Motto. "Walk Worthy." From Colossians 1:10 "... so that you may live a life worthy of the Lord and please him in every way; bearing fruit in every good work, growing in the knowledge of God,...." Section 2.5. Oath. On my honor, I will do my best To serve God and my country; To respect authority; To be a good steward of creation; And to treat others as I want to be treated. Section 2.6. Statement of Faith. The Statement of Faith is designed to affirm the need for those in leadership to follow biblical standards. Leaders are held to a higher standard than those who are not in leadership and must agree to the tenets contained in the Statement. All adults in leadership roles whether staff or volunteer at any level must agree to sign and adhere to the Statement of Faith. Youth members are not required to sign this statement. Statement of Faith We believe there is One Triune God - God the Father; Jesus Christ, His one and only Son; and the Holy Spirit- Creator of the universe and eternally existent. We believe the Holy Scriptures (Old and New Testaments) to be the inspired and authoritative Word of God. We believe each person is created in His image for the purpose of communing with and worshiping God. We believe in the ministry of the Holy

2 Spirit, Who enables us to live godly lives. We believe each of us is called to love the Lord our God with all our heart, mind, soul, and strength, and to love our neighbors as ourselves. We believe God calls us to lives of purity, service, stewardship and integrity: Purity - God calls us to lives of holiness, being pure of heart, mind, word and deed. We are to reserve sexual activity for the sanctity of marriage, a lifelong commitment before God between a man and a woman. Service - God calls us to become responsible members of our community and the world through selfless acts that contribute to the welfare of others. Stewardship - God calls us to use our God-given time, talents, and money wisely. Integrity - God calls us to live moral lives that demonstrate an inward motivation to do what is biblically right regardless of the cost. Section 2.7. Code of Regulations. In accordance with the provisions of the Bylaws, the Executive Board may establish and amend a Code of Regulations for the further governance and guidance of the Corporation, affiliates, Charter Organizations, members, and others affiliated with the Corporation and/or its program. Section 2.8. Interpretation. In the event of any conflicts or inconsistencies, the Articles of Incorporation shall govern primarily, the Bylaws secondarily, and thereafter the Code of Regulations. ARTICLE III Members The Corporation shall initially have no Members and therefore the Directors shall have all of the authority and the voting power of the Corporation as provided in these Bylaws. Effective January 1, 2015, each Charter Organization shall have one vote on each matter presented to them to vote upon. Voting members shall be the Charter Organization Representative, a position within the Troop appointed by the Institutional Head, or his authorized designee as appointed by the Institutional Head. ARTICLE IV Board of Directors Section 4.1. Powers and Duties. The entire governance, direction and management of the affairs of the Corporation shall be vested in its Board of Directors who shall have complete discretion over the business activities, funds and properties of the Corporation, and who shall have complete authority with respect to the expenditures and disbursements, necessary to carry out the purposes and activities of the Corporation. A Director shall perform his or her duties as a director of the Corporation, including his or her duties as a member of any committee of the Corporation, in good faith, in a manner he or she reasonably believes to be in, or not opposed to, the best interests of the Corporation and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Section 4.2. Number of Directors. The number of Directors shall consist of not less than three (3) and shall be such greater number as may be determined by the Board of Directors. The number of Directors may be increased or decreased by a vote of a majority of the total number of Directors; provided, however, that notice of any increase or decrease in the number of Directors shall be included in the notice of such meeting. No decrease in the number of Directors shall have the effect of removing any Director prior to the expiration of such Director's term of office. Section 4.3. Term of Office. 2

3 (a) The Directors shall hold office for a term of three (3) years commencing on the day of the annual meeting at which the Director is elected and ending on the day of the third annual meeting thereafter. A Director may serve successive terms. (b) The Board of Directors may be divided into three (3) groups or classes, each consisting of approximately one-third of the then current total number of Directors. The Directors in each group shall be elected for a term of three years such that the term of office of one such group shall terminate each year. To maintain three (3) classes of directors consisting of approximately the same number of persons, certain Directors may be assigned to and shall serve one-year and two-year terms so as to establish or maintain staggered terms whereby approximately one-third of the Directors' terms expire each year. Section 4.4. Election of Directors. The Directors shall be elected at the annual meeting of the Board of Directors, or at a special meeting of the Board of Directors called for such purpose. A Director must be a registered leader in Trail Life USA in good standing at all times to serve as a Director. Election shall be by a majority vote of the Directors constituting a quorum and entitled to vote at such meeting until such time as Charter Organization Representatives become the voting Members, as set forth in in Article III. Section 4.5. Removal. The Board of Directors may remove any Director by a majority vote of all Directors. Section 4.6. Vacancies. The Board of Directors may fill any vacancy that may occur in the Board of Directors by election of a successor to hold office during the unexpired term of the vacant Director position. Election shall be by a majority vote of the Directors constituting a quorum and entitled to vote at such meeting. Section 4.7. Meetings. Section Annual Meeting. The annual meeting of the Board of Directors for the election of officers and the transaction of other business shall be held at the time and place, within or without the State of Florida, as the Board of Directors designates. Section Regular Meetings. The Board of Directors may establish regular meetings of the Board of Directors. Such meetings may be held at the principal office of the Corporation or at such other place or places, within or without the State of Florida, as the Board of Directors designates. Section Special Meetings. Special meetings of the Board of Directors may be called at any time (a) by the President, (b) by the Board of Directors, or (c) upon the written request of two (2) or more Directors. Any person or persons entitled to call a special meeting of the Board of Directors may make a written request to the President to call the meeting, and the President shall instruct the Secretary to give notice of the meeting. If the Secretary fails to give notice of the meeting within seven (7) days from the day on which the request was made, the person or persons who requested the meeting may fix the time and place and give notice of the meeting. Section Meeting Minutes. Minutes shall be taken and filed upon approval of the majority of the Directors present at such meetings reflecting the proceedings of the Board of Directors or any committee thereof, except for those matters deemed confidential and subject to executive session (e.g., legal issues, personnel issues). Actions taken at any meetings shall be recorded and the record signed by all Directors or committee members participating and shall be filed as the official minutes of such meeting. Section 4.8. Notice of Meetings Section Annual and Regular Meetings. Written notice of each annual and other regular meeting of the Board of Directors stating the place, if any, and the time thereof shall be delivered personally, sent by fax, or other electronic means, or sent by U.S. mail or courier service with postage and fees prepaid not less than five (5) nor more than thirty (30) days before the meeting, excluding the day of the meeting, to each Director at his or her address according to the current records of the Corporation or the address furnished for transmissions, unless notice is waived. Section Special Meetings. Written notice of each special meeting of the Board of Directors stating the place, if any, and time and purpose thereof shall be delivered personally, sent by fax, or other electronic 3

4 means, or sent by U.S. mail or courier service with postage and fees prepaid not less than five (5) nor more than thirty (30) days before the meeting, excluding the day of the meeting, to each Director at his or her address according to the current records of the Corporation or the address furnished for transmissions, unless notice is waived. No business shall be transacted at any special meeting other than the business specified in such notice. Section Waiver. Any Director may make written waiver of notice before, at or after a meeting. The waiver shall be filed with the person who has been designated to act as Secretary of the meeting, who shall enter it upon the records of the meeting. An electronic transmission that contains a waiver is a writing for the purposes of this section. Attendance at a meeting, whether in person or electronically, without protesting the lack of proper notice prior to or at the beginning of the meeting, is deemed a waiver and acceptance of such notice. Section 4.9. Quorum and Voting- Section The presence of at least one-half of the Board of Directors shall constitute a quorum at any regularly scheduled or special meeting for which notice has been provided, but the Directors present at any meeting, although less than a quorum, may adjourn the meeting. Once a quorum is present, the departure of one or more Directors shall not invalidate the meeting. Section At all meetings of the Board of Directors, each Director shall be entitled to cast one vote on any question coming before the Board. Unless otherwise provided in these Bylaws, a majority vote of the Directors present at any meeting, if there is a quorum, shall be sufficient to transact any business. Section A Director shall not appoint a proxy for himself or herself or vote by proxy at a meeting of the Board of Directors. Section Adjourned Meetings. When a meeting of the Board of Directors is adjourned to another time or place, notice of the adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken. Section Written Action. Except to the extent otherwise restricted by any applicable law, any action which may be authorized or taken at a meeting of the Board of Directors may be authorized or taken without a meeting when authorized in a written action signed by all of the Directors. Any electronic transmission that contains an affirmative vote or approval of a Director is a signed writing for the purposes of this section. Section Attendance Through Electronic Communications Equipment. Meetings of the Board of Directors may be held through any electronic communications equipment if all persons so participating can hear each other or otherwise contemporaneously communicate with each other. Such participation shall constitute presence at such meeting. Section Advisory Board. The Board of Directors may appoint an advisory committee or committees, designated as an Advisory Board. An Advisory Board shall perform such functions as may be assigned to it by the Board of Directors. The Board of Directors shall have the power to establish terms of office for members of an Advisory Board and to fill vacancies in, or change the membership of, an Advisory Board. The chairperson of an Advisory Board shall be appointed by the Board of Directors. ARTICLE V Officers Section 5.1. Officers; Tenure. The Board of Directors shall elect the officers of the Corporation from the members of the Board. There shall be a President, one or more Vice Presidents, Secretary, Treasurer and any other officers the Board of Directors designates. The Board of Directors shall elect all officers at their annual meeting to serve for terms of one (1) year or until their respective successors are elected and have qualified or for such period as the Board of Directors designates. A person may hold more than one office at a given time. 4

5 Section 5.2. Powers and Duties. Officers of the Corporation shall have such powers and perform such duties as generally pertain to their respective offices, and such further powers as the Board of Directors confers. Section President: The President shall be the chief elected officer of the Corporation. The President shall serve as chairman of the meetings of the Board of Directors, and shall perform such duties as are or may be assigned by the Board of Directors. Section Vice President: There shall be one or more Vice Presidents, one of whom shall be designated to serve as the President during the President's absence or inability to serve. In the case of the President's inability or failure to make such a designation, the Board of Directors may do so. Vice Presidents shall perform such functions as may be assigned to them by the Board of Directors. The Board of Directors may add to the title of any Vice President a designation indicating a special area of responsibility. Section Secretary: The Secretary shall see that notices are sent to all Directors and officers of the Corporation and to those appointed as members of committees, or otherwise requested to attend meetings. The Secretary shall submit a report at each meeting of the Board of Directors relative to the work of the Corporation, inviting attention to matters of particular interest and informing the Board of Directors concerning any problems of which it should be advised, together with recommendations and suggestions for the good of the Corporation. Section Treasurer: The Treasurer shall be responsible, through methods of internal control, for the recording and deposit of all receipts of the Corporation, for the proper disbursements of its cash, and for control over all property of the Corporation, whether real or personal, tangible or intangible, however acquired. The Treasurer shall report on the financial condition of the Corporation at each meeting of the Board of Directors and may have other duties as specified by the Board of Directors. Section 5.3. Signature of Authority. All deeds, mortgages, leases, bonds, and notes shall be signed by two (2) authorized officers with the consent of the Board of Directors. The Board of Directors shall establish the dollar limits of checks and contracts requiring the signatures of more than one authorized person. Section 5.4. Removal. The Board of Directors may remove any officer of the Corporation, with or without cause. Section 5.5. Vacancies. The Board Directors may fill any vacancy that may occur in any office by electing a successor to hold office during the unexpired term of the vacant office. ARTICLE VI Committees The Board of Directors may create committees which shall have such powers and perform such duties the Board of Directors prescribes. The Board of Directors may fill vacancies in, change the membership of, or dissolve any such committee. A majority of the members of any such committee may determine its action and fix the time and place of its meetings unless the Board of Directors otherwise provides. Unless otherwise determined by the Board of Directors, the Corporation shall have an Executive Committee that shall consist of the officers of the Corporation and any additional Directors elected to such committee by the Board of Directors with the President acting as the Chair of the Committee. Unless otherwise determined by the Board of Directors, the Executive Committee shall have and may exercise all the powers and authority of the Board of Directors to act on behalf of the full Board of Directors during the interval between meetings of the Board of Directors on any matters that the Executive Committee determines should not be delayed until the Board's next regularly scheduled meeting, or until a special meeting of the Board may be called and held with a quorum of the Board of Directors present as specified in these Bylaws. All committees at all times shall be subject to the control and direction of the Board of Directors and shall report all actions taken at the next succeeding meeting of the Board of Directors.

6 ARTICLE VII Miscellaneous Section 7.1. Fiscal Year. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall be the calendar year ending on December 31. Section 7.2. Amendments. Except with respect to Article II, the Board of Directors may amend, repeal or restate the Corporation's Bylaws at any meeting of the Board of Directors by the affirmative vote of a majority of the total number of Directors then serving. Prior to January 1, 2015, Article II, sections 2.1 and 2.6 may only be amended by a unanimous vote of all Directors and Article II, sections 2.2, 2.3, 2.4 and 2.5 may be amended only by a supermajority vote of at least eighty (80%) percent of all Directors. Effective January 1, 2015, Article II, or any section thereof, may only be amended by a supermajority vote of at least eighty (80%) percent of all Charter Organization Representatives, as defined in Article III. Section 7.3. Indemnification. The Corporation shall indemnify to the full extent permitted by the nonprofit corporation laws of the State of Florida each person who was, is or will be a director, officer or employee of the Corporation (including the heirs, executors, administrators or estate of such person) against any liability, cost or expense incurred by such person in such person's capacity as such a director, officer or employee, or arising out of such person's status as such a director, officer or employee (including serving at the request of the Corporation as a trustee, director, officer, partner, member, employee or agent of another organization). The Corporation may, but shall not be obligated to, maintain insurance at its expense to protect itself and any such person against any such liability, cost or expense. Section 7.4. Authority to Borrow. Encumber Assets. No director, officer, agent or employee of the Corporation shall have any power or authority to borrow money on its behalf, to pledge its credit or to mortgage or pledge its real or personal property except within the scope and to the extent of the authority delegated by the Board of Directors. The Board of Directors may grant general or limited authority for any of the above purposes. Section 7.5. Deposit of Funds. All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors approves or designates, and all such funds shall be withdrawn only in the manner or manners authorized by the Board of Directors. Section 7.6. Conflicts of Interest- Section Gifts. No director, officer or employee of the Corporation shall solicit or accept, directly or indirectly, anything of substantial monetary value (including any gift, gratuity, favor, entertainment, loan or other consideration) from any person or entity which has, or is seeking, a contractual, donative, employment, financial or other beneficial relationship with the Corporation without first making a disclosure of such conflict of interest to the Board of Directors. All prospective donors shall be strongly urged to seek the assistance of personal legal and financial advisors in matters relating to their gifts and the resulting tax and estate planning consequences. Section Conflict of Interest Procedure. When the Board of Directors is considering a proposed transaction that may benefit the private interest of an officer or director, the procedure outlined in the Conflicts of Interest Policy adopted by the Board of Directors, a copy of which is attached as Exhibit A, shall be followed. Section 7.7. Dissolution. The Board of Directors may dissolve the Corporation pursuant to the applicable provisions of the nonprofit corporation laws of the State of Florida. Upon the dissolution of the Corporation, the Corporation shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all assets of the Corporation as provided in the Articles of Incorporation of the Corporation. 6

7 ARTICLE VIII Trail Life USA Membership Trail Life USA acknowledges that God immutably creates each person as male or female. Section 8.1. Youth Membership. Youth membership in Trail Life USA is open to all boys/young men who are at least 5 years old or in Kindergarten and less than 18 years of age who are registered with Trail Life USA and all other qualifications prescribed in the policies of Trail Life USA. "Boy" and "young men" are defined as natural born biological males, who identify (psychologically, physically, mentally and emotionally) as a boy or young man and who have lived or continue to live their lives through childhood and adolescence to attainment of manhood. Section 8.2. Adult Leadership. Adult leaders in Trail Life USA are defined as those men and women 21 years of age or older who are registered with Trail Life USA as a part of the Core Leadership Team, as Direct Contact Leaders, or who serve in other leadership roles, including but not limited to Troop Advancement Chair, Troop Outdoor/Activities Chair, Troop Membership Chair, Troop Training Chair, Troop Community Service Chair, Troop Secretary, Troop Equipment Coordinator, Troop Public Relations Chair, Troop Fundraising Chair and Registered Adult. All adult leaders must identify (psychologically, physically, mentally, and emotionally) as the sex with which they were born and have always lived consistent with their born sex. Section 8.3. Young Adult Members. Adult men and women who are registered with Trail Life USA who have not yet reached their 21 st birthday are considered Young Adult members. Men and women who are Young Adult members may serve in leadership roles that would be open to them after their 21 st birthday with the following restrictions: I) Young Adult members may be a part of two-deep leadership, but there must be at least one Adult leader (a registered member 21 years of age or older) present in order to fulfill this youth-protection requirement; 2) Young Adult members may not serve in a core-five position (Troopmaster, Committee Chairman, Chaplain, Charter Organization Representative, or Treasurer); and 3) Young Adult members may only serve as one of two-deep leadership on overnight events if at least one leader of at least 25 years of age is present. Section 8.4. Guidon Members. A co-educational program may be developed for young men and young women who are at least 18 years old but less than 25 years old. Guidon members under the age of 21 may assist in Troop activities, but are subject to the same limitations with regard to the two-deep leadership requirement as are Young Adult members. The membership requirements for such a program and for registration as a Guidon Member shall be determined and approved by the Board of Directors. CERTIFICATE OF ADOPTION The foregoing Bylaws were duly adopted by the Board of Directors effective as of the 1 l lh day of October, The Bylaws were subsequently amended by the Board of Directors to include Article VIII on the 19 th day of October, ^ / Secretary Print Name \\ieft 0 Rpc 7

8 EXHIBIT A conflict of interest policy Article 1 Purpose The purpose of this Conflicts of Interest Policy (this "Policy") is to protect the interests of Youth Adventure Program, Inc., d/b/a Trail Life USA (the "Corporation") when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation or might result in a possible excess benefit transaction. This Policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable organizations. A fundamental principle of ethics is that any person who exercises discretionary authority on behalf of the Corporation may not use this authority for his or her own benefit. It is therefore the policy of the Corporation that all Directors, members of committees, officers or employees have a duty to be free from the influence of any conflicting interest when they act on behalf of the Corporation or represent it in negotiations or advise others in Trail Life USA with respect to dealing with third parties. They are expected to deal with suppliers, customers, contractors and others having dealings with the Corporation on the sole basis of that which is in the best interest of the Corporation, without favor or preference to third parties based on personal considerations. Article II Definitions Section 2.1. Interested Person. Any Director, officer, or member of a committee with Board-delegated powers who has a direct or indirect financial interest, as defined below, is an Interested Person. In addition, family members (i.e., spouses, brothers or sisters, spouses of brothers or sisters, ancestors, descendants, and spouses of descendants) of an Interested Person and any entity in which 35% or more of the combined voting power (in the case of a corporation), profits interests (in the case of a partnership), or beneficial interest (in the case of a trust) is owned by an Interested Person also is an Interested Person. Section 2.2. Financial Interest. A person has a Financial Interest if the person has, directly or indirectly, through business, investment or familya. an ownership or investment interest in any entity with which the Corporation has a transaction or arrangement, b. a compensation arrangement with the Corporation or any entity or individual with which the Corporation has a transaction or arrangement, or c. a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature. A Financial Interest is not necessarily a conflict of interest. Under Section 3.2, a person who has a Financial Interest may have a conflict of interest only if the appropriate board or committee decides that a conflict of interest exists. Article III Procedures Section 3.1. Duty to Disclose. In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of his or her Financial Interest and must be given the opportunity to disclose all material facts to the directors and members of committees with board-delegated powers considering the proposed transaction or arrangement. 8

9 Section 3.2. 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 or she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if aconflict of interest exists. Section 3.3. Procedures for Addressing the Conflict of Interest. a. An Interested Person may make a presentation at the board or committee meeting, but after such presentation, he or 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 Chair of the board or committee shall, if appropriate, appoint a disinterested person or committee to obtain appropriate data as to comparable transactions and investigate alternatives to the proposed transaction or arrangement. Appropriate data as to compensation shall include compensation data from three comparable organizations in the geographic area for similar services. Appropriate data as to a property transaction may include independent appraisals and/or offers received as part of an open and competitive bidding process. Additional research should be done to see if comparable volunteer services are available that meet the needs of the Corporation. c. After exercising due diligence, the board or committee shall determine whether the Corporation can obtain a more advantageous transaction or arrangement with reasonable efforts 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 attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation's best interests, for its own benefit, and whether the transaction is fair and reasonable to the Corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. Section 3.4. Violations of the Conflicts of Interest Policy. a. If the board or committee has reasonable cause to believe that 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 response of the member and making such further investigation as may be warranted in the circumstances, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Article IV Records of Proceedings Section 4.1. Content of Minutes. The minutes of the board and all committees 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 board's or committee's decision as to whether a conflict of interest in fact existed. 9

10 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 therewith. c. A description of the comparability or other data obtained and relied upon by the board or committee and how that data was obtained. d. A description of the terms of the transaction that was approved and the date it was approved. e. A record of the actions of members of the board or committee having a conflict of interest with respect to the transaction. Section 4.2. Time for Completing Records of Proceedings. The minutes described in Section 4.1 above must be prepared before the later of (1) the next meeting of the board or committee or (2) sixty days after the final determination as to the transaction has been made. Section 4.3. Approval of Records of Proceedings. The minutes described in Section 4.1 above must be approved by the board or committee that authorized the transaction as reasonable, accurate and complete within a reasonable time period thereafter. Article V Compensation A voting member of the board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, for the Corporation for services is precluded from voting on matters pertaining to that member's compensation. No voting member of the board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation. Article VI Annual Statements Each Director, principal officer and member of a committee with board-delegated powers shall annually sign a statement which affirms such person: a. has received a copy of this Conflicts of Interest policy; b. has read and understands the policy; c. has agreed to comply with the policy; and d. understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its taxexempt purposes. 10

11 Article VII Periodic Reviews To ensure the Corporation 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, including the following subjects: a. Whether 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 the Corporation's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in impermissible private benefit or in an excess benefit transaction. Article VIII Use of Outside Experts When conducting the periodic reviews as provided for in Article VII, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the board of its responsibility for ensuring periodic reviews are conducted. This Conflicts of Interest Policy was adopted by the Board of Directors of the Youth Adventure Program, d/b/a Trail Life USA effective as of the 1st day of October, cretary Print Name i e / As a member of the BOARD OF DIRECTORS of the YOUTH ADVENTURE PROGRAM, d/b/a trail life usa, I have read and understand and agree to abide by the Conflict of Interest Policy as stated above. Signature Date l l