WHEREAS, American Studies Center (“the Corporation”) operates with a policy of avoiding possible impropriety, or even the appearance of possible impropriety, in its business relationships by not knowingly paying unreasonable compensation or entering into business transactions with for-profit enterprises in which staff members, officers, and directors of the Corporation (or their families) are financially interested, and

WHEREAS, it is believed to be in the best interests of the Corporation to formalize this policy, in writing, and to communicate this policy to all persons concerned,

NOW, THEREFORE, BE IT RESOLVED that it shall be and is a policy of the Corporation that the Corporation (i) shall determine that compensation paid or benefits given to disqualified persons (as defined in section 4958 or the Internal Revenue Code) shall be reasonable, and (ii) shall not knowingly enter into contracts for, or otherwise purchase, goods or services of a significant amount from a for-profit enterprise in which a staff member, officer or director (or any close family relation of a staff member, officer, or director) of the Corporation or any disqualified person has a financial interest or receives compensation unless it is determined that such contract or purchase is clearly in the best interest of the Corporation, and outweighs any incidental and reasonable benefit to any other person or entity; and (iii) in any such case where the Board of Directors is considering entering into such transaction, any staff member, officer, director or other disqualified person who has (or whose close family relation has) a financial interest in or receives compensation from the for-profit enterprise, such staff member, officer, director or other disqualified person shall disclose his financial interest and shall recuse himself from the decision-making process and from the presentation of any facts favoring such contract other than to explain his financial interest at stake; and (iv) no loans shall be made by the Corporation to any director or officer, unless permitted by law.

BE IT FURTHER RESOLVED that this policy shall be communicated to all staff members, officers, and directors of the Corporation, shall be made known to all future employees, and shall be communicated to all for-profit enterprises with which the Corporation enters into business transactions of substantial size or significance.