Ethics and Corporate Responsibility

Committee Charter
I. Purpose: The purpose of the Ethics and Corporate Responsibility Committee
(the “Committee”) of the Chalfonte Foundation (the “Corporation”) is to review
and recommend to management and the Board of Directors objectives, policies
and procedures that best serve the Corporation’s interests in maintaining a
business environment committed to high standards of ethics and integrity,
corporate responsibility and legal compliance.
II. Organization:
A. Review of charter. This charter shall be reviewed and reassessed by the
Committee at least annually, and any proposed changes shall be
submitted to the Corporation’s Board of Directors (the “Board”) for
approval at the annual board meeting of the Corporation.
B. Membership/structure/quorum. The Committee shall consist of not less
than three directors, a majority of whom shall be an Independent Director
as defined in Section 117(3)(d) of the Michigan Business Corporation Act
(the “Independent Director”). Members of the Committee shall be
appointed by and serve at the pleasure of the Board of Directors. The
Chair of the Committee shall be appointed by the Chair of the Board. The
Chair of the Board and the Chief Executive Officer (the “CEO”) shall be
non voting members ex officio of the Committee. A quorum for any
meeting of the Committee shall consist of a majority of its voting members.
C. Staff designee. The President and/or his/her designee shall serve as staff
to the Committee.
D. Meetings. Meetings will be held in conjunction with regularly scheduled
meetings of the Board, or as deemed necessary by the Chair of the
Committee.
E. Agenda, minutes and reports​. The Chair of the Committee, in
collaboration with the staff designee, shall be responsible for establishing
the agendas for meetings of the Committee. An agenda, together with
relevant materials, shall be sent to the Committee members in advance of
each meeting. Minutes for all meetings shall be prepared in draft form by
the staff designee and reviewed by the Chair, and shall be approved by
the Committee members at the following meeting. The minutes shall be
distributed periodically to the Executive Committee. The Committee shall
make reports to the Board during its annual board meeting.
III. Authority and responsibilities: To the extent allowed by the Michigan Nonprofit
Corporation Act, the Committee shall have, and may exercise all the powers and
authorities of the Board of Directors with respect to the following:
A. Review and Recommend Ethical Standards
1. Review the ethical responsibilities of the Corporation’s board,
employees, and consultants under the relevant policies and

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 procedures, and recommend to the Board and management
enhancements to such policies and procedures deemed advisable
by the Committee.
B. Monitor Procedures Relating to Ethics and Compliance
1. Oversee compliance with the Corporation’s policies and procedures
regarding ethical responsibility and conduct of its Board.
2. Review and evaluate the procedures for the receipt, retention and
treatment of complaints (including procedures for receiving and
handling complaints on a confidential and anonymous basis)
regarding alleged violations of the Corporation’s policies,
procedures and standards related to ethical conduct and legal
compliance, and accounting, internal accounting controls or
auditing matters.
3. Oversee the activities of the Human Resources Department and
any other disclosure channel or department performing a similar
role within the Corporation relating to the receipt and handling of
ethics or compliance related complaints.
4. Review and evaluate the Corporation’s policies and procedures
addressing the resolution of conflicts of interest involving the
Corporation, its employees, officers and directors, or their
immediate family members, including transactions involving the
Corporation and such related persons.
5. Review the facts, findings and resolution of any investigation
involving alleged misconduct, unethical behavior, violation of the
Corporation’s policies or potential conflict of interest involving an
executive officer (other than the Chief Executive Officer) or any
other person or matter of concern presented to it by the Chief
Executive Officer, Human Resource Department, or Board Chair.
6. Oversee the investigation of any alleged misconduct, unethical
behavior, violation of the Corporation’s policies or potential conflict
of interest involving the Chief Executive Officer or an Independent
Director and determine the appropriate resolution of the issues,
including appropriate disciplinary or corrective actions.
7. Review the effectiveness of the Corporation’s ethics, compliance
and training programs and related policies, particularly with respect
to their impact on the likely treatment the Corporation would receive
under IRS regulations.
8. Review data on the frequency and range of disciplinary and
corrective actions taken by the Corporation in response to
employee misconduct, unethical behavior, violation of the
Corporation’s policies and conflict of interests and monitor the
effectiveness of such actions.
C. Oversight of Corporate Responsibility.
1. Except for matters otherwise delegated by the Board to another
committee, review the Corporation’s policies and practices in the

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 areas of corporate responsibility including, but not limited to, safety
and protection of the environment.
2. Monitor the Corporation’s policies and practices with respect to
contributions to charitable, educational and other tax-exempt
organizations.
3. Review the Corporation’s policies and with respect to political
contributions and government relations.
4. Review such political, social and environmental issues that may
affect the business operations, performance, business continuity
crisis planning, and public image or reputation of the Corporation,
as determined to be appropriate and consistent with the role of this
Committee.
D. Committee Evaluations.
1. Conduct an annual evaluation of the Committee’s own performance
and report the results of such evaluation to the Board.
2. Conduct an annual evaluation of the Committee’s charter and
recommend any changes to the Board.
IV. Communications with the Committee​: The CEO, the Board Chair, and the
Vice President, Human Resources (or such other individual or individuals with
operational responsibility for the Corporation’s compliance and ethics policies) or
the legal counsel shall communicate personally to the Chair of the Committee or
to all members of the Committee
A. promptly on any matter involving criminal conduct or potential criminal
conduct; and,
B. no less than annually on the implementation and effectiveness of the
Corporation’s compliance and ethics policies.
V. Advisors: The Committee shall have authority to retain and obtain advice and
assistance from internal or external ethics, legal or other advisors as it believes
may be necessary to fulfill its responsibilities. The Committee shall also have
authority to approve such advisor’s fees, expenses and the other terms of its
retention. The Corporation shall provide appropriate funding, as determined by
the Committee, for paying the fees and expenses of any advisors retained by the
Committee.
VI. Additional Duties and Responsibilities: ​The Committee shall undertake such
additional duties and responsibilities as the Board of Directors may from time to
time prescribe.

Approved by the Board of Directors of the Corporation at a regular scheduled meeting

on September 7, 2019

By:____________________________________________
Name: Matthew Jastrzembski
Its: Secretary