Governance Policy: Code of Ethics and Whistle-Blower Protection Policy

A. Unethical actions, or the appearance of unethical actions, are unacceptable under any conditions. The policies and reputation of OUTSERVE-SLDN depend to a very large extent on the conduct of its Directors, Officers and employees.

Each Director, Officer and employee must apply his/her own sense of personal ethics, which should extend beyond compliance with applicable laws, to govern their behavior where no existing regulation provides a guideline. It is the responsibility of each and every Director, Officer and employee to apply common sense in situations where specific rules do not provide all the answers.

In determining compliance with this code in specific situations, ask yourself the following questions:

1. Is my action legal?

2. Is my action ethical?

3. Does my action comply with the policies of OUTSERVE-SLDN?

4. Am I sure that my action does not appear inappro¬priate?

5. Am I sure that I would not be embarrassed or compromised if my action became known within OUTSERVE-SLDN or publicly?

6. Am I sure that my action meets my personal code of ethics and behavior?

You should be able to answer "yes" to all these questions before taking any action related to OUTSERVE-SLDN.

Each supervisor is responsible for the ethical behavior of his/her subordinates. Supervisors must weigh carefully all courses of action, in ethical as well as economic terms, and base their decisions on the guidelines provided by this code, as well as their personal sense of right and wrong.

Implementation of the provisions of this code is one of the standards by which performance of all levels will be measured.

Everybody is encouraged to report known or suspected financial improprieties, misuse of OUTSERVE-SLDN's resources or other ethical problems to the Executive Director. In the event that the allegation involves a Director, an Officer or the Executive Director, they should be reported to the Chair or Co-Chairs of the Board. All reports will be appropriately investigated and reasonable efforts will be made to keep their source in confidence, unless the individual who reports the situation agrees to reveal his/her identity.

B. In recommending or proposing a particular transaction or course of action for approval, those involved must disclose all the pertinent information they know about such transac¬tion and the persons involved. The disclosure should include all significant information that they believe has been omitted by others.

C. Specifically, OUTSERVE-SLDN does not tolerate the disregard or circumvention of corporate policy or engagement in unscrupulous dealings by a Director, Officer or employee.

Failure to comply with the standards contained in this code may result in disciplinary action that may include termination, referral for criminal prosecution, and reimbursement to OUTSERVE-SLDN for any losses or damage resulting from the violation. As with all matters involving disciplinary action, principles of fairness and reasonableness will apply. Any Director, Officer or employee charged with a violation of this code will be afforded an opportunity to explain his or her actions before disciplinary action is taken.

Disciplinary action may be taken:

1. against any Director, Officer or employee who authorizes or participates directly in actions that violate this code.

2. against any Director, Officer or employee who has deliberately failed to report a violation or deliberately withheld relevant and material information concerning a violation of this code.

3. against anyone who attempts to retaliate, directly or indirectly, or encourages others to do so, against anyone who reports a violation of this code.

Any disciplinary action against a Director or Officer will be taken by action of the Board, and those against employees will be taken by the Executive Director. Appeals of decisions of the Executive Director may be made to the Co-Chairs of the Board.

Adopted 5/7/2005; Re-Affirmed 7/12/2009.