CONFLICT OF INTEREST POLICY FOR OPTOUT MEDIA FOUNDATION, INC.

ARTICLE I

PURPOSE, SCOPE, AND APPLICATION

Section 1.01 The purpose of this Conflict of Interest Policy (the " Policy ") is to protect the interests of Accountability Journalism Institute, Inc. (the " Corporation ") when it is contemplating entering into a transaction or arrangement that might benefit or appear to benefit the private interest of any present or former director, officer, employee, or volunteer of the Corporation, indirectly benefit a Related Party, or result in a possible Excess Benefit Transaction. The Corporation is organized to serve the public interest, and each director, officer, employee, and volunteer must act and use good judgment to maintain and further the public's trust and confidence in the Corporation.

Section 1.02 This Policy establishes guidelines, procedures, and requirements for:

a) Identifying a Conflict of Interest and situations that may result in an actual, potential, or perceived Conflict of Interest; and

b) Appropriately managing a Conflict of Interest in accordance with legal requirements and the goals of accountability and transparency.

Section 1.03 This Policy applies to all directors, officers, employees, and volunteers of the Corporation. All directors, officers, employees, and volunteers must familiarize themselves with and adhere to the principles and rules set out in this Policy.

Section 1.04 This Policy is intended to supplement but not replace any state and federal laws governing conflicts of interest applicable to non-profit and charitable organizations.

Section 1.05 Any questions about this Policy should be referred to the Compliance Officer, who is in charge of administering, enforcing, and updating this Policy.

ARTICLE II

DEFINITIONS

Section 2.01 “Conflict of Interest.” Arises in situations where, in the judgment of the

Corporation’s Board of Directors (the “Board” ):

a) The outside interests or activities (such as Covered Interests) of a director, officer, employee, or volunteer interfere or compete with the Corporation’s interests.

b) The stake of a director, officer, employee, or volunteer in a transaction or arrangement is such that it reduces the likelihood that such person's influence can be exercised impartially in the best interests of the Corporation.

c) A director, officer, employee, or volunteer has divided loyalties.

d) An Excess Benefit Transaction would occur.

Section 2.02 "Covered Interest." Exists when any director, officer, employee, or volunteer has directly, or indirectly through a Related Party:

a) 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 with any entity or individual with which the Corporation has a transaction or arrangement.

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.

d) A legal commitment or financial interest, including by virtue of a board appointment, employment position, or volunteer arrangement, to act in the interests of another entity or individual.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A Covered Interest is not necessarily a Conflict of Interest. Under Article III.2, a person who has a Covered Interest may have a Conflict of Interest only if the board decides that a Conflict of Interest exists.

Section 2.03 "Excess Benefit Transaction." Any transaction in which an economic benefit is provided by the Corporation, directly or indirectly, to or for the use of a disqualified person and the value of the economic benefit provided by the Corporation exceeds the value of the consideration (including the performance of services) received by the Corporation. A "disqualified person" is any person who was in a position to exercise substantial influence over the affairs of the Corporation at any time during a five-year lookback period, ending on the date of the transaction, and includes but is not limited to the Corporation's directors, officers, and Related Parties, as defined herein.

Section 2.04 "Interested Person.” Any director, officer, employee, or volunteer who has a direct or indirect Covered Interest.

Section 2.05 "Related Party." Any one of the following persons or entities:

a) Any director, officer, employee, or volunteer of the Corporation or its affiliates.

b) Any Relative of any individual described in subsection 5(a) above.

c) Any entity or trust of which any individual described in subsection 5(a) or 5(b) above serves as a director, trustee, officer, employee, or volunteer.

d) Any entity or trust in which any individual described in subsection 5(a) or 5(b) above has a thirty-five percent (35%) or greater ownership or beneficial interest.

e) Any partnership or professional corporation in which any individual described in subsection 5(a) or 5(b) above has a direct or indirect ownership interest in excess of five percent (5%).

f) Any other entity or trust in which any individual described in subsection 5(a) or 5(b) above has a material financial interest. 

Section 2.06 "Relative." Any one of the following persons:

a) The spouse or domestic partner of an Interested Person.

b) The ancestors of an Interested Person.

c) The siblings or half-siblings, children (whether natural or adopted), grandchildren, and great-grandchildren of an Interested Person.

d) The spouse or domestic partner of any person described in subsection 6(c) above.

ARTICLE III

PROCEDURES

Section 3.01 "Duty to Disclose." An Interested Person must disclose the existence of any actual, potential, or perceived Conflict of Interest as soon as such Interested Person identifies that there may be a Conflict of Interest, and before the Corporation enters into the proposed transaction or arrangement that gives rise to the Conflict of Interest.

a) The disclosure shall be made to:

i) the Board if the Interested Person is a director or officer; or

ii) the Interested Person's manager if the Interested Person is an employee or volunteer, who shall in turn inform the Board of the disclosed Conflict of Interest.

b) The Interested Person shall be given the opportunity to disclose all material facts to the Board concerning the proposed transaction or arrangement, including the circumstances giving rise to the Conflict of Interest.

Section 3.02 "Determining Whether a Conflict of Interest Exists." After disclosure of the actual, potential, or perceived Conflict of Interest, the Board shall determine whether a Conflict of Interest exists by following the procedures described in this Section 2:

a) The Interested Person shall disclose all material facts relating to the potential Conflict of Interest to the Board.

b) After any discussion between the Board and the Interested Person, the Interested Person shall leave the Board meeting while the determination of a Conflict of Interest is discussed and voted upon.

c) The Board members, other than the conflicted Interested Person(s), shall decide if a Conflict of Interest exists. If the remaining Board determines by majority vote that no conflict exists, no further review of the transaction by the Board is required if not ordinarily required in the normal course of business. The discussion and determination of the existence of a Conflict of Interest shall be documented in accordance with the procedures outlined in Article IV below.

d) The determination that a Conflict of Interest exists shall not preclude the Board (other than the conflicted Interested Person(s)) from approving the matter, but such determination shall require the board to follow the procedures outlined in Article III.3 below.

Section 3.03 "Procedures for Addressing the Conflict of Interest." To address a Conflict of

Interest, the board shall follow the procedures described in this Section 3:

a) An Interested Person may make a presentation at the Board meeting, but after the presentation, the Interested Person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the Conflict of Interest.

b) The Interested Person shall not attempt to intervene with or improperly influence the deliberations or voting on the matter giving rise to the Conflict of Interest.

c) The Board shall, if appropriate, appoint a disinterested person or committee to investigate market information and alternatives to the proposed transaction or arrangement, including obtaining comparability data when determining compensation.

d) After exercising due diligence, the Board shall determine whether the Corporation 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.

e) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a Conflict of Interest, the Board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is: (i) in the Corporation's best interests; (ii) for its own benefit; and (iii) fair and reasonable.

f) In conformity with the above determinations, the Board shall make its decision as to whether to enter into the transaction or arrangement.

Section 3.04 “Violations of the Conflict of Interest Policy.”

a) If the Board has reasonable cause to believe an Interested Person has failed to disclose an actual, potential, or perceived Conflict of Interest, it shall inform the Interested Person of the basis for such belief and afford the Interested Person an opportunity to explain the alleged failure to disclose.

b) If, after hearing the Interested Person's response and after making further investigation as warranted by the circumstances, the Board determines the Interested Person has failed to disclose an actual, potential, or perceived Conflict of Interest, it shall take appropriate disciplinary and corrective action, up to and including termination of employment or volunteering, or removal from the Board.

c) Each director, officer, employee, and volunteer is responsible for reporting to his or her manager or to the Board any suspected failure to disclose by any Interested Person, regardless of position, in accordance with the Corporation's whistleblower policy.

d) Conduct that violates this Policy is always considered outside the scope of employment of any employee acting on behalf of the Corporation.

Section 3.05 “Confidentiality.”

a) The Corporation shall maintain the confidentiality of any disclosures made in connection with this Policy and limit access to the information.

b) Each director, officer, employee, and volunteer shall exercise care not to use, publish, or disclose confidential information acquired in connection with disclosures of actual, potential, or perceived Conflicts of Interest during or subsequent to their employment, participation as a volunteer, or participation on the board of directors.

ARTICLE IV

RECORDS OF PROCEEDINGS

Section 4.01 The minutes of the meeting(s) of the Board shall contain:

a) (i) The names of the persons who disclosed or otherwise were found to have an actual, potential, or perceived Conflict of Interest; (ii) the nature of the disclosed interest; (iii) any action taken to determine whether a Conflict of Interest was present; (iv) whether the Interested Person was present during the determination; and (v) the Board's decision as to whether a Conflict of Interest in fact existed.

b) (i) The names of the persons who were present for discussions by the board of the

proposed transaction or arrangement; (ii) the votes relating to the transaction or

arrangement; (iii) the content of the discussion, including any alternatives to the proposed transaction or arrangement; and (iv) a record of any votes taken in connection with the Proceedings.

Section 4.02 The Board minutes shall be approved as reasonable, accurate, and complete before the later of:

a) The next Board meeting.

b) Sixty (60) days after the final actions of the Board are taken.

ARTICLE V

COMPENSATION

Section 5.01 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.

Section 5.02 A voting member of any committee whose jurisdiction includes compensation

matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation.

Section 5.03 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 AND DISCLOSURES

Section 6.01 Each director, officer, employee, and volunteer shall annually disclose all conflicts of Interest in writing on the Corporation's disclosure form in accordance with this policy and sign a statement that affirms that such person:

a) Has received a copy of this Policy;

b) Has read and understands this Policy;

c) Has agreed to comply with this Policy;

d) Has no Conflict of Interest to report or is reporting current Conflicts of Interest; and

e) Understands that the Corporation is charitable, and in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

ARTICLE VII

PERIODIC REVIEWS

Section 7.01 To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its reputation or tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a) Whether compensation arrangements and benefits are: (i) reasonable; (ii) based on competent survey information; and (iii) the result of impartial bargaining; and

b) Whether partnerships, joint ventures, and arrangements with managemen organizations: (i) conform to the Corporation's written policies; (ii) are properly recorded; (iii) reflect reasonable investment or payments for goods and services; (iv) further charitable purposes; and (v) do not result in inurement, impermissible private benefit, or an Excess Benefit Transaction.

Section 7.02 The Corporation expressly reserves the right to change, modify, or delete the provisions of this Policy without notice. 

ARTICLE VIII

USE OF OUTSIDE EXPERTS

When conducting a Conflict of Interest determination as provided for in Article III or a periodic review 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 fiduciary duties or responsibilities when considering a transaction or arrangement with an Interested Person or Related Party, or for ensuring periodic reviews are conducted.