FULL CIRCLE TENANT SERVICES, INC.FIRST BOARD OF DIRECTORS MEETING

December 17, 2018 AGENDA Babcock Place 6:30 p.m. Meal Site 1. Election of Officers 2. Review and Ratify the Articles of Incorporation Filed with the Secretary of State of Kansas 3. Review and Ratify the By-Laws

4. Review and Ratify the Conflict of Interest Policy 5. Resolution FC2018-01: Designate Depositories of the Funds of Full Circle Tenant Services, Inc. 6. Adjournment

FULL CIRCLE TENANT SERVICES, INC. BOARD OF DIRECTORS MEETING

December 17, 2018

AGENDA ITEM 1: Election of Officers

Nominations are open for Officers of the Full Circle Tenant Services, Inc. 1. Chair 2. Vice Chair 3. Secretary/Treasurer

FULL CIRCLE TENANT SERVICES, INC. BOARD OF DIRECTORS MEETING

December 17, 2018, 2018

AGENDA ITEM 2: Review and Ratify the Articles of Incorporation Filed with the

Secretary of State of Kansas

BACKGROUND: At the November meeting, the LDCHA Board of Commissioners authorized the Executive Director to sign and submit the Full Circle Articles of Incorporation to the Kansas Secretary of State. The Articles were duly signed and submitted and have been accepted by the office of the Secretary. CURRENT ISSUE: The Full Circle Board of Directors must review and ratify the Articles of Incorpora-tion. They will be inserted into the Minute book of the Corporation as a permanent record. BOARD ACTION: Ratify the Full Circle Tenant Services Articles of Incorporation.

FULL CIRCLE TENANT SERVICES, INC. BOARD OF DIRECTORS MEETING

December 17, 2018, 2018

AGENDA ITEM 3: Review and Ratify the By-Laws

BACKGROUND: At the November meeting, the LDCHA Board of Commissioners approved the pro-posed By-Laws of Full Circle Tenant Services, Inc. One minor amendment has been made to the version approved last month, which changes the day of the an-nual meeting of the Corporation from the fourth Tuesday in April to the fourth Mon-day in April (see page 3). The fourth Monday is the day that the LDCHA and DCHI annual meetings are held. CURRENT ISSUE: The Full Circle Board of Directors must review and ratify the By-Laws of Full Circle Tenant Services. They will be inserted into the Minute book of the Corporation as a permanent record. BOARD ACTION: Ratify the By-Laws.

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BY-LAWS

Of

FULL CIRCLE TENANT SERVICES, INC.

Article I Definitions

Section 1. Name. The “Corporation” shall mean: FULL CIRCLE TENANT SERVICES, INC., its successors and assigns.

Section 2. Board. The “Board” shall mean the Board of Directors of the Corporation.

Article II Offices

Section 1. Principal Office. The principal office for the transaction of business of the Corpora-tion is hereby located at 1600 Haskell Ave., Lawrence, Kansas.

Section 2. Registered Office. The Corporation, by resolution of its Board of Directors, may change the location of its registered office as designated in the Articles of Incorporation to any other place in Kansas. By like resolution the resident agent at such registered office may be changed to any other person or corporation, including itself. Upon adoption or such a resolu-tion, a certificate certifying the change shall be executed, acknowledged and filed with the Sec-retary of State, and a certified copy thereof shall be recorded in the office of the Register of Deeds for the county in which the new registered office is located.

Section 3 Other Offices. Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the Corporation is qualified to do business.

Article III Purposes, Objectives and Governing Instruments

Section 1. Charitable, Education and Scientific Purposes and Powers. This Corporation is or-ganized exclusively for charitable, educational, or scientific purposes within the meaning of Sec-tion 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provi-sion of any future Federal tax law) (“Section 501(c)(3)”). In furtherance of such purposes, the Corporation shall have the same powers as an individual to do all things necessary or conven-ient to carry out the purposes, as set forth in the Articles of Incorporation and these Bylaws. The purpose of the Corporation shall include attaining and utilizing resources to enhance and enrich youth, family and tenant-related services and related programming for participants of the Lawrence Douglas County Housing Authority.

Section 2. Governing Instruments. The Corporation shall be governed by its Articles of Incorpo-ration and its Bylaws.

Section 3. Nondiscrimination Policy. The Corporation will not practice or permit any unlawful discrimination on the basis of sex, age, race, color, national origin, religion, physical handicap or disability, or any other basis prohibited by law.

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Article IV Directors

Section 1. Powers. Subject to limitations of the Articles of Incorporation, these Bylaws, and of the Kansas Corporation Code and subject to the duties of Directors as prescribed in the Bylaws, all corporate powers shall be exercised by or under the authority of, and the conduct and affairs of the corporation shall be controlled by, the Board of Directors. Without prejudice to such gen-eral powers, but subject to the same limitations, it is hereby expressly declared that the Direc-tors shall have the following powers, to wit:

a) To alter, amend or repeal the Bylaws of the Corporation. b) To select and remove all the other officers, agents and employees of the corporation,

prescribe such powers and duties for them as may not be inconsistent with law, or with the Articles of Incorporation or the Bylaws, fix their compensation, and require from them security for faithful service.

c) To conduct, manage, and control the affairs and conduct of the Corporation, and to make such rules and regulations therefor not inconsistent with the law, or with the Arti-cles of Incorporation or the Bylaws, as the Directors may deem best.

d) To change the principal office and registered office for the transaction of the business of the Corporation from one location to another as provided in Article I hereof; to fix and lo-cate from time to time one or more subsidiary offices of the Corporation within or without the State of Kansas, as provided in Article I, Section 3 hereof; and to designate any place within or without the State of Kansas for the holding of meetings.

e) To borrow money and incur indebtedness for purposes of the Corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidence of debt and securities therefor.

Section 2. Number and Selection of Directors. The authorized number of Directors to constitute the Board shall be no less than three (3) and no more than nine (9). The initial Board of Direc-tors shall be those individual(s) named as Directors in the Corporation’s Articles of Incorpora-tion. The Board of Directors shall be appointed by the Board of Commissioners of the Law-rence-Douglas County Housing Authority. Section 3. Term of Office. All Directors shall hold office until their respective successors are designated. A Director may be removed from office at any time by a majority vote of the re-maining Directors, provided that at least 30 days’ written notice is given to the Directors that such action is contemplated.

At the end of each respective term of the original Directors, successor Directors shall serve a term of four (4) years. There is no limit to the number of terms a Director may serve.

Section 4. Vacancies. Any Director may resign upon filing written resignation with the Secre-tary of the Corporation, and such resignation shall become effective when so filed unless some subsequent effective date is set forth in the resignation.

Vacancies among the elected Directors may be filled by the remaining Directors, although less than a quorum. Each Director so elected shall hold office until his or her successor is elected at an annual or a special meeting of the Board of Directors.

A vacancy or vacancies on the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any Director, or if any Director(s) shall refuse to serve.

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No reduction of the authorized number of Directors shall have the effect of removing any Direc-tor prior to the expiration of his or her term of office.

Section 5. Qualifications of Directors. Each member of the Board of Directors shall be a natu-ral person at least 21 years of age, and shall support the specific philosophy, goals and objec-tives of this Corporation.

Section 6. Place of Meeting. Regular and special meetings of the Board of Directors shall be held at any place within or without the State of Kansas which has been designated from time to time by resolution of the Board or by written consent of all the Directors. In the absence of such designation, all meetings shall be held at the principal office of the Corporation.

Section 7. Annual meeting. The annual meeting of the Directors shall be held on the 4th Mon-day of April each year for the purpose of: (1) election of officers and (2) transaction of such oth-er business as may properly be presented and come before such meeting. Notice of the time and place of the annual meeting shall be mailed or emailed to all Directors not less than ten (10) nor more than fifty (50) days before each annual meeting, and shall specify the place, the day and the hour of such meeting, and shall state such other matters, if any, as may be expressly required by statute. If the annual meeting is not held when so scheduled, it may be called in the manner designated for special meetings.

Section 8. Regular Meetings. Regular meetings of the Board of Directors shall be held without call at such time as the Board of Directors may from time to time designate in advance of such meetings; provided, however, should said day fall upon a legal holiday, then said meeting shall be held at the same time of the next day thereafter ensuing which is not a legal holiday.

Section 9. Special Meetings. A special meeting may be called by the Chairperson of the Board. Notice of such special meetings shall be given at least twenty-four hours prior to the meeting by email or by phone.

Section 10. Waiver of Notice. The transaction of any meeting of the Board of Directors, how-ever called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present, and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a party of the minutes of the meeting.

Section 10. Quorum. A majority of the Directors shall constitute a quorum for the transaction of business at any meetings of the Board of Directors; provided that if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meet-ing from time to time without further notice.

Section 11. Meeting by Telephone or Similar Communications. Members of the Board of Direc-tors of the corporation, or any committee designated by such Board, may participate in a meet-ing by means of conference by telephone or similar communications equipment, by means of which all persons in the meeting can hear one another and meaningfully participate, and such participation in a meeting shall constitute presence in person at the meeting.

Section 12. Adjournment. A majority of the Directors present may adjourn any Directors’ meet-ing to meet again at a stated day and hour or until the time fixed for the next regular meeting of the Board.

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Section 13. Votes and Voting. All votes required of Directors hereunder may be by voice vote or show of hands, unless a written ballot is requested, which request may be made by any one Director. Each Director shall have one vote.

Section 14. Inspection of Books and Records. Any Director shall have the right to examine the Corporations’ books and records for a purpose reasonably related to such Director’s position as a director. When there is any doubt concerning the inspection rights of a Director, the parties may petition the District Court, which may, in its discretion, determine whether an inspection may be made and whether any limitations or conditions should be imposed upon the same.

Section 15. Fees and compensation. Directors shall not receive any stated salary for their ser-vices. Directors may receive actual expenses incurred in the conduct of the business of the cor-poration.

Section 16. Action by Unanimous Consent. Any action required or permitted to be taken at any meeting of the Board of Directors, any committee thereof, may be taken without a meeting if all voting members of the Board, or the committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the Board, or the committee as the case may be.

Article V Officers

Section 1. Officers of the Corporation. The officers of the Corporation shall be a Chairperson, Vice Chairperson, and Secretary/Treasurer.

Section 2. Election and Term of Office. The officers of the Corporation shall be elected by a majority vote of the Board of Directors among its members at its annual meeting. Each officer shall hold his or her office for a one (1) year term, or until he or she shall resign or shall be re-moved or otherwise disqualified to serve, or his or her successor shall be elected and qualified.

Section 3. Compensation of Officers. Officers of the Corporation shall receive no such salaries or any other compensation.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disquali-fication or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to such office.

Section 5. Removal and Resignation. Any officer may be removed, either with or without cause, by a majority of the Directors at the time in office, at any regular or special meeting of the Board, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Section 6. Chairperson. Subject to such supervisory powers, if any, as may be given by the Chairperson of the Board shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the Corporation. The Chairperson may sign any documents and instruments which the Board of Directors authorizes to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed.

Section 7. Vice Chairperson. In the absence or disability of the Chairperson, the Vice Chair-person, if there be such an officer, in order of their rank as fixed by the Board of Directors, or if

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not ranked, the Vice Chairperson designated by the Board of Directors, shall perform all the du-ties of the Chairperson, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chairperson. The Vice Chairperson shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or these Bylaws.

Section 8. Secretary/Treasurer. The same member of the Board of Directors shall be vested with the duties of Secretary and Treasurer. The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors’ meet-ings, and the proceedings thereof.

The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors required by these Bylaws or by law to be given, and shall have such other powers and perform, such other duties as may be prescribed by the Board of Directors or these Bylaws.

The Treasurer shall keep and maintain or cause to be kept and maintained, adequate and cor-rect accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. The books of accounts shall at all reasonable times be open to inspection by any Director.

The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the Chairperson and Directors, whenever they request it, an account of all of his or her transactions as Treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws. He or she shall be bonded, if required by the Board of Directors.

Article VI Fiscal Matters

Section 1. Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

Section 2. Annual Report. The Board of Directors may cause the annual report to be distribut-ed in such form and at such time as may be deemed appropriate by the Board of Directors.

Section 3. Contracts, Deeds, Etc., How Executed. The Board of Directors, except as in these Bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose in any amount, provided, however, that any deeds or other instruments conveying lands or any interest therein shall be executed on behalf of the Corporation by the Chairperson or Vice Chairperson, if there be one, or by any agent or attorney so authorized under letter of attorney or other written power which was executed on behalf of the Corporation by the Chair-person or Vice Chairperson.

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Section 4. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 5. Fiscal Year. The Board of Directors shall have the power to fix and from time to time change the fiscal year of the Corporation. The Fiscal year of the Corporation shall end the 31st day of December each year, until such time, if any, as the fiscal year shall be changed by the Board of Directors.

Section 6. Agents and Attorneys. The Board of Directors may appoint such agents, attorneys, and attorneys-in-fact of the Corporation as it may deem proper, and may, by written power of attor-ney, authorize such agents, attorneys or attorneys-in-fact to represent it and for it and in its name, place and stead, and for its use and benefit to transact any and all business which said Foundation is authorized to transact and in its name, place and stead, and as its corporate act and deed, to sign, acknowledge and execute any and all contracts and instruments, in writing necessary or con-venient in the transaction of such business as fully to all intents and purposes as said Foundation might or could do if it acted by and through its regularly elected and qualified officers.

Article VII Indemnification

Section 1. Indemnification; Actions Against Corporation. This Corporation shall indemnify any person who is a Director or officer of the Corporation, who was or is a party, or is threatened to be made a party, to any threatened, pending or completed civil action, suit or proceeding, whether civil, criminal, administrative or investigative, (other than an action by or in the right of the Corporation), by reason of the fact that he or she is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another curation, partnership, joint venture, trust or other enter-prise, against expenses, judgments, fines and amounts paid in settlement actually and reason-ably incurred by him or her in connection with such action, suit or proceeding, including attor-neys’ fees, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the Corporation; and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termi-nation of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the per-son did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 2. Indemnification; Action by Corporation. This Corporation shall indemnify any person who is a Director or officer, who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee r agent of another corporation, partnership, joint venture, trust or other enter-prise against expenses actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit, including attorneys’ fees, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, is-sue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation unless and only to the ex-

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tent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 3. Indemnification; successful Litigation. To the extent that a Director, officer, employ-ee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sections 1 and 2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably in-curred by him or her in connection therewith, including attorneys’ fees.

Section 4. Determination of Proper Indemnification. An indemnification under sections 1 and 2, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in sections 1 and 2. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterred directors so directs, by independent legal counsel in a written opinion.

Section 5. Determination of Proper Expenses. Expenses incurred in defending a civil or crimi-nal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to re-pay such amount unless it shall ultimately be determined that he or she is entitled to be indem-nified by the Corporation as authorized in this Article.

Section 6. Indemnification of Employees or Agents. Persons who are not Directors or officers of the corporation or such other persons entitled to indemnification pursuant to the above sec-tions, but are employees or agents of the Corporation or are serving at the request of the Corpo-ration as employees or agents of another corporation, partnership, joint venture trust or other enterprise may be indemnified to the extent authorized at any time, or from time to time, by the Board of Directors of the Corporation.

Section 7. Other Rights of Indemnity. The indemnification provided by this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under Bylaw, agreement, vote of disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall con-tinue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 8. Indemnification as Contract. The assumption by a person of a term of office as a Director or officer of the Corporation, are at the request of the Corporation as a director or of-ficer of another corporation, partnership, joint venture, trust or other enterprise shall constitute a contract between such person and the corporation entitling him or her during such term of office to all of the rights and privileges of indemnification afforded by this section as in effect as of the date of his or her assumption of his or her term of office, but such contract shall not prevent the amendment of this section in respect of any future term of office of such person or in respect of any other person.

Section 9. Insurance. The corporation shall have power to purchase and maintain insurance on behalf of any person who is, was or shall be a Director, officer, employee or agent of the Corpo-ration, or is or was serving at the request of the Corporations a Director, officer, employee or

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agent of another corporation, partnership, joint venture, trust or other enterprise against any lia-bility asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this Bylaw or under the provision of any law of the state of Kansas.

Section 10. Severance Clause. The validity or unenforceability of any provision of this section shall not affect the validity or enforceability of any other provision hereof.

Article IX Amendments

Section 1. Bylaws. These Bylaws may be amended, altered, changed, added to or repealed by the affirmative vote of a majority of the Board of Directors present at any regular, special or an-nual meeting of the Board of Directors if the proposed change has been mailed to all Directors at least ten (10) days prior to any such meeting; provided, however that no change of the date for the annual meeting of Directors shall be made within sixty (60) days next before the day on which such meeting is to be held, unless consented to in writing, or by a resolution adopted at a meeting, by all Directors entitled to vote at the annual meeting.

Section 2. Articles of Incorporation. The Articles of Incorporation may be amended, altered, changed, added to or repealed in the following manner: (1) The Board of Directors shall adopt a resolution setting forth the amendment proposed and declaring its advisability. (2) At the subsequent meeting a majority of all the Board of Directors shall vote in favor of such amend-ment. (3) The Articles of Incorporation may be amended in any other manner which complies with K.S.A. 17-6602 or the requirements of the corporation code of Kansas.

Article X Dissolution

Upon the winding up and dissolution of the Corporation, after paying or adequately providing for the debts and obligations of the Corporation, the remaining assets of this Corporation shall be distributed to such organization or organizations organized and operated exclusively for charita-ble, scientific, and educational purposes as shall at the time qualify as an exempt organiza-tion(s) under Section 501(c)(3) of the Code, as the Board of Directors of this Corporation shall determine, preferably such an organization whose purpose is to promote youth services and related programming in and around Douglas County, Kansas. Any such assets not so distribut-ed by the Board of Directors shall be distributed pursuant to the direction of the District Court of Douglas County, Kansas, to another publicly supported organization or organizations similar or related in purpose to be used exclusively for charitable, scientific and educational purposes within the meaning of the aforesaid provision of the Code.

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CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify:

(1) That I am the duly elected and acting Secretary of FULL CIRCLE TENANT SERVICES, INC., a Kansas nonprofit corporation; and

(2) That the foregoing Bylaws consisting of eight (8) pages, constitute the original Bylaws of said corporation, as duly adopted at the meeting of the Board of Directors thereof duly held on the ______ day of December, 2018.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the seal of the said corporation this _____ day of December, 2018.

_________________________________________________ Secretary

FULL CIRCLE TENANT SERVICES, INC. BOARD OF DIRECTORS MEETING

December 17, 2018, 2018

AGENDA ITEM 4: Review and Ratify the Conflict of Interest Policy

BACKGROUND: At the November meeting, the LDCHA Board of Commissioners reviewed and ac-cepted the proposed Full Circle Tenant Services Conflict of Interest policy. CURRENT ISSUE: The Full Circle Board of Directors must review and ratify the Conflict of Interest policy. It will be inserted into the Minute book of the Corporation as a permanent record. BOARD ACTION: Ratify the Full Circle Tenant Services Conflict of Interest policy.

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CONFLICTS OF INTEREST POLICY OF

FULL CIRCLE TENANT SERVICES, INC.

ARTICLE I PURPOSE

The purpose of this conflicts of interest policy is to protect the interests of FULL CIRCLE TENANT SERVICES, INC., a Kansas non-for-profit corporation, (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 and federal laws governing conflicts of interest applicable to nonprofit and charitable corporations.

ARTICLE II DEFINITIONS

1. Interested Persons. Any director, principal 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”.

2. Financial Interest. A person has a “Financial Interest” if the person has, directly

or indirectly, through business, investment or family:

A. An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement, or

B. A compensation arrangement with the Corporation or with 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 Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

ARTICLE III PROCEDURES

1. Duty to Disclose. In connection with any actual or possible conflicts of interest, an Interested Person must disclose the existence and nature of his or her Financial Interest and 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. 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, the Interested Person 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 a conflict of interest exists.

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3. Procedures for Addressing the Conflict of Interest. A. An Interested Person may make a presentation at the governing board or

committee 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 possible conflict of interest.

B. The chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

C. After exercising due diligence, the board or committee 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.

D. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation’s best interest and for its own benefit, and whether the transaction is fair and reasonable to the Corporation. In conformity with the above determination the governing board or committee shall make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy.

A. If the governing 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 member’s response and making further investigation as warranted in the circumstances, the governing 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

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 governing board’s or committee’s decision as to whether a conflict of interest in fact existed; and

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 with the proceedings.

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ARTICLE V COMPENSATION COMMITTEES

A. A voting member of the governing board who receives compensation,

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

B. 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.

C. No voting member of the governing 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 governing board delegated powers shall annually sign a statement which affirms that such person:

A. Has received a copy of the conflicts of interest policy; B. Has read and understands the policy; C. Has agreed to comply with the policy; and D. Understands that the Corporation is a charitable organization and that in

order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

ARTICLE VII

PERIODIC REVIEWS

To ensure that the Corporation operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its 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 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 inurement, impermissible private benefit or in an excess benefit transaction.

ARTICLE VIII

USE OF OUTSIDE EXPERTS

When conducting the periodic reviews 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 governing board of its responsibility for ensuring that periodic reviews are conducted.

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CERTIFICATE OF SECRETARY I, the undersigned, do hereby certify:

(1) That I am the duly elected and acting Secretary of FULL CIRCLE TENANT SERVICES, INC.; and

(2) That the foregoing Conflicts of Interest Policy was duly adopted at the first

meeting of the Voting Members and Board of Directors thereof duly held on the ____ day of November, 2018.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name this ____ day of

November, 2018.

_________________________________________ Shannon Oury, Secretary

FULL CIRCLE TENANT SERVICES, INC. BOARD OF DIRECTORS MEETING

December 17, 2018, 2018

AGENDA ITEM 5: Resolution FC2018-01: Designate Depositories of the Funds

of Full Circle Tenant Services, Inc.

CURRENT ISSUE: Depositories and signatories for the funds of Full Circle Tenant Services must be determined and passed by resolution which will be presented to the Bank. The attached resolution stipulates that any two of the officers of FCTS will be author-ized to countersign checks etc. The designated bank is Commerce Bank. Once the IRS has granted FCTS its 501(c)3 status and assigned an Employer Identification Number (EIN), signature cards for the bank account will be issued to be signed by the officers. BOARD ACTION: Approve Resolution FC2018-01 if appropriate.

FULL CIRCLE TENANT SERVICES, INC. BOARD OF DIRECTORS MEETING

December 17, 2018, 2018

RESOLUTION FC2018- 01

BE IT RESOLVED, that COMMERCE BANK, Lawrence, Kansas, be and it is hereby des-

ignated a depository of Full Circle Tenant Services, Inc. (FCTS) and that funds so depos-

ited may be withdrawn upon a check, draft, note or order of FCTS.

BE IT FURTHER RESOLVED, that all checks, drafts, notes or orders drawn against said

account be countersigned by any two of the Officers of the FCTS, whose signatures shall

be duly certified to said Bank, and that no checks, drafts, notes or orders drawn against

said Bank shall be valid unless so signed.

BE IT FURTHER RESOLVED, that said Bank is hereby authorized and directed to honor

and pay any checks, drafts, notes or orders so drawn, whether such checks, drafts, notes

or orders be payable to the order of any such person countersigning said checks, drafts,

notes or orders, or any of such persons in their individual capacities or not, and whether

such checks, drafts, notes or orders are deposited to the individual credit of the person

so countersigning said checks, drafts, notes or orders, or to the individual credit of any of

the other officers or not. This Resolution shall continue in force and said Bank may con-

sider the facts concerning the holders of said offices, respectively, and their signatures to

be and continue as set forth in the certificate of the Secretary, accompanying a copy of

this Resolution when delivered to said Bank or in any similar subsequent certificate, until

written notice to the contrary is duly served on said Bank.

RESOLVED FURTHER, that this resolution shall continue in force, and said Bank may

consider the holders of said offices and their signatures, respectively, to be and continue

as set forth in the certificate of the Secretary of the FCTS accompanying a copy of this

Resolution when delivered to said Bank or in any similar subsequent certificate, until no-

tice to the contrary in writing is duly served on said Bank.

NOW THEREFORE the Board of Directors of Full Circle Tenant Services, Inc. does

hereby approve Resolution FC2018-01.