OWL Code of Conduct & Ethics

Owner: Director of Orgazational Strategy & Learning (DOSL) – with input from all Directors Audience: All OWL staff, partners, and stakeholders

Purpose

OWL is committed to the highest standards of legal and ethical business conduct and operates its business consistent with written operating principles and policies that reinforce this commitment. This Code of Conduct & Ethics (Code) adopted by OWL’s Board of Directors summarizes the ethical standards for all OWL employees and is a reminder of the seriousness of our commitment to our core values. Compliance with this Code is mandatory for every employee.

INTRODUCTION

Our work as a 501(c)3 education nonprofit is complex in terms of the locations, contexts, and cultures in which we operate, as well as the various laws and regulations with which we must comply. To help employees understand what is expected of them and to carry out their responsibilities in as consistent a way as possible, we have created this Code. Responsibility for overseeing adherence to this Code rests with the Director of Finance & Operations, under the oversight of the Board of Directors.

This Code represents a non-exhaustive list of employment compliance matters that every employee should be aware of and keep in mind when communicating with OWL stakeholders, partners, clients, vendors, contractors, or the general public. It also provides the foundational basis for all internal communication, interaction, and decisions. No single document can serve as a complete guide for every situation, but what it does do is set the overall tone and tenor for the abundance of employment compliance matters that we must adhere to.

Note that the Code is published for your information and protection and ignorance of the details of its content is not an acceptable excuse for violation. Moreover, all employees are expected to be familiar with applicable laws and regulations in their area of operation, and OWL expressly prohibits any activity by employees that violates any applicable law or regulation. Violations of the law or this Code may result in disciplinary action, including dismissal.

EMPLOYEE STATEMENT

Unless an employee has a written employment agreement with OWL, which provides differently, all employment at OWL is “at‐will.” That means that employees may be terminated from employment with OWL with or without cause, and employees are free to leave the employment of OWL with or without cause. Any representation by any OWL Director or employee contrary to this policy is not binding upon OWL unless it is in writing and approved by the OWL Board.

EQUAL EMPLOYMENT OPPORTUNITY

OWL follows the spirit and intent of all federal, state and local employment law and is committed to equal employment opportunity. We will not discriminate against any employee or applicant in a manner that violates the law and are committed to evaluating every person bases on personal skill and merit, without regard to race, color, religion, national origin, sex, age, marital status, sexual orientation, disability, political affiliation, personal appearance, family responsibilities, matriculation or any other characteristic protected under federal, state or local law.

INDIVIDUALS WITH DISABILITIES POLICY

OWL fully complies with the Americans with Disabilities Act (ADA) and all applicable state, provincial, and other applicable local laws, which make it unlawful to discriminate in employment against a qualified individual with a disability. Our commitment to this policy includes making reasonable accommodations to otherwise qualified individuals* with disabilities to enable them to perform the essential functions of their jobs, unless doing so would pose an undue hardship on our business, would pose a direct threat of substantial harm to the team member or others, or is otherwise not required by applicable law.

*Qualified individuals with disabilities are defined as individuals with disabilities who can perform the essential functions of the job in question with or without reasonable accommodation. Per the Americans with Disabilities Act (ADA), a disability means, with respect to an individual: a physical or mental impairment that substantially limits one or more of the major life activities of such individual; a record of such an impairment; or being regarded as having such an impairment as described in Section 36.105, paragraph (f) of the ADA.

Pregnancy accommodation is also governed by the ADA, the Pregnancy Discrimination Act, the Family and Medical Leave Act, and numerous state and local laws. If you need a temporary change to how, when, or where you work due to pregnancy or related conditions, you may request an accommodation under this policy. A team member in need of a reasonable accommodation should make OWL aware of their request by notifying their manager or the Director of Finance & Operations. Refer to the Paid Time Off policy in the Employee Handbook for details regarding time off for family or maternity reasons.

OWL offers team members with disabilities — whether visible or invisible — an equal opportunity to succeed, to learn, to be compensated fairly, and to advance. True inclusion is about embracing differences.

RESPECTFUL WORK ENVIRONMENT

A fair, inclusive and respectful community is vital to all individuals and is essential to OWL’s mission. Therefore, OWL embraces the concept of a Respectful Workplace as a guiding principle and is committed to promoting an environment where employees respect each other regardless of their roles, levels of responsibilities, or the nature of their contributions. OWL also recognizes its responsibility to lead by example, being a model organization that provides leadership regarding issues of openness, transparency, collegiality, civility, and respect.

Any employee who believes that any other OWL employee may have created a hostile work environment should report the possible violation to the Chair of the Board. If the Board determines that a violation of this policy has occurred, it will take appropriate disciplinary action against the offending party, which can include counseling, warnings, suspensions, and termination. Employees who report, in good faith, violations of this policy and employees who cooperate with investigations into alleged violations of this policy will not be subject to retaliation.

Examples of creating a respectful work environment include, but are not limited to the following:

• Use OWL’s core values to guide all interactions;

• Treat all team members with respect, civility, and courtesy, while acknowledging that everyone deserves to be here. We want every interaction to be an excellent experience for everyone regardless of gender identity and expression, sexual orientation, disabilities, neurodiversity, physical appearance, body size, ethnicity, nationality, race, age, religion, or other protected categories;

• Recognize and acknowledge the value and contributions of all members of our community, regardless of status, time of service, or role in the organization, while also recognizing that each of us has the right to enjoy our experience without fear of harassment, discrimination, or condescension, whether expressed or implied;

• Always work honestly, effectively and collegially with peers, clients, partners, and others;

• Respect and value the views and opinions of others, even though they may differ from our own;

• Strive to create a safe environment where all team members are free to express their opinions and suggestions in a non judgemental atmosphere;

• Default to transparency and inclusion in all decisions and actions unless there is a clear justifiable reason not to do so;

• Demonstrate empathy by respecting the needs, views, and expectations of our colleagues, partners, and clients, contractors, vendors, as well as members of the general public who we might interact with in the course of our work;

• Recognize that differing social and cultural standards may mean that behavior that is acceptable to some may be perceived as unacceptable or unreasonable to others;

• Abide by all applicable rules, regulations, policies and bylaws and address any dissatisfaction with, or violation of, policies and procedures through appropriate channels;

• Be a responsible steward of material and human assets to achieve excellence and innovation in the work we do, including respecting the property and personal interests of those around us;

• Speak up if you see or hear something. Harassment in any form should not be tolerated, and you are empowered to politely engage when you or others are subject to potentially intimidating, hostile, offensive, or abusive behavior. The person making you feel uncomfortable may not be aware of what they are doing, and politely bringing their behavior to their attention is encouraged;

• If we are in leadership positions, recognize that our actions set the tone for the rest of the organization. As such, model civility for others and clearly set the example of how employees will treat each other, hold individuals accountable for their behaviors, and be responsive to complaints when they are brought forward.

POLICY AGAINST WORKPLACE HARASSMENT

OWL’s commitment to a Respectful Workplace also extends with the recognition and acknowledgment that sexual harassment and other types of discriminatory harassment are always unlawful. To reinforce this commitment, OWL has an open door policy against harassment and reporting goes directly to the Board Chair in any case where employees have been subjected to or witnessed harassment. This policy applies to all work‐related settings and activities, whether inside or outside the workplace, and includes work-related trips and social events. Specifically, we do not tolerate harassment against any individual at any formal or informal, live or remote work gathering or event.

While it is not possible to list all of the circumstances which would constitute sexual harassment, the following are some examples: (1) unwelcome sexual advances ‐‐ whether they involve physical touching or not; (2) requests for sexual favors in exchange for actual or promised job benefits such as favorable reviews, salary increases, promotions, increased benefits, or continued employment; (3) coerced sexual acts; or (4) such conduct has the purpose or effect of unreasonably interfering with an employee’s work performance or creating an intimidating, hostile, humiliating, or offensive working environment.

Note that in addition to this policy, employees should also be aware that the federal Equal Employment Opportunity Commission (EEOC) investigates and, in appropriate cases, prosecutes complaints of harassment, discrimination, and retaliation in employment. The EEOC, after a hearing, awards damages to individuals actually injured as a result of such conduct, as well as other remedies. Information about the EEOC complaint procedure can be found on its website (www.eeoc.gov), or by calling 1-800-669-4000 (English), or 1-800-669-6820 (TTY).

WHISTLEBLOWER POLICY

OWL is committed to a culture of ethical reporting and non-retaliation. Employees and Board members are required to report suspected ethical violations, fraud, or misconduct. Concerns should be reported to the Board Chair or a designated Board member. Reports may also be made to appropriate authorities if legal violations are suspected. The Board is responsible for confidentially investigating all reports and taking corrective action as necessary.

Individuals who report concerns in good faith are protected from retaliation. Any act of retaliation will result in disciplinary action, including possible termination or Board removal. For full details, refer to the Whistleblower Policy in OWL’s Bylaws.

COMPLIANCE WITH ALL LAWS, RULES AND REGULATIONS

OWL will comply with all laws and governmental regulations that are applicable to its activities and expects all employees to obey the law. Laws can be complex and at times, even counterintuitive. Although it’s impossible to know all aspects of every law, you should understand the major laws, rules and regulations that apply to your work. You should consult with any director if you are unsure or have any questions or concerns related to your work. A few specific areas of legal compliance are discussed in greater detail below:

• Insider Trading: As a nonprofit, OWL is not a publicly traded company. Nevertheless, because we believe firmly in transparency and trust across the organization, you may find yourself in possession of material nonpublic information, positive or negative, about other organizations with which we work, including confidential information about our clients, partners or other third parties. You may never buy or sell securities based on such inside information, nor can you tip off others to do so. It doesn’t matter how you learned the information—using material nonpublic information to trade securities is never acceptable. Doing so violates the law and the trust we have built with our fellow employees, and with our clients, partners, donors, and others.

• No Bribery or Corruption: All forms of bribery and corruption are prohibited. We will not tolerate bribery or corruption in any form or for any purpose. There is no potential benefit that can justify damaging our integrity and reputation or the trust others place in us. All persons subject to this Code must comply fully with the Foreign Corrupt Practices Act (FCPA) and other applicable laws that prohibit bribery and corruption. Many of these laws are very broad and apply to both government and private bribery and corruption. If you have a question regarding any gift, entertainment or other expense, consult with our Director of Finance & Operations before you incur or authorize the expense.

• Fair Sales and Marketing Practices: We compete for contracts based solely on the merits of our services. We do not participate in any activities that unfairly harm other organizations, including ones that might be deemed as being in direct competition with OWL. We want to win contracts, but win them fairly. We will accurately represent OWL and our services in our marketing materials and any other public-facing information. Deliberately providing misleading messages or leaving out important facts or false claims about our products and services is inconsistent with our policies regarding trust and transparency.

FAIR DEALING

All employees are required to deal honestly, ethically and fairly with clients, partners, competitors and other third parties. The following are prohibited:

• Bribes, kickbacks or any other form of improper payment, direct or indirect, to any representative of a government, labor union, client or vendor in order to obtain a contract, some other commercial benefit or government action.

• Gifts or favors to or from any client or vendor, except for promotional material of nominal value and gifts of modest value (<$50) that are related to commonly recognized events or occasions.

• Client entertainment expenditures unless they are necessary, prudent, job related and consistent with our travel policy and this Code.

CONFLICT OF INTEREST AND OUTSIDE EMPLOYMENT

All OWL employees are expected to avoid any conflict of interest which includes, but is not limited to:

• D:Disclosing any personal, financial, or professional conflicts that may interfere with impartial decision-making.

• Refraining from using OWL resources or relationships for personal or external gain.

Refer to Article VIII, Section 12 of the Bylaws for the full Conflict of Interest Policy and procedures.

SUBSTANCE ABUSE

OWL will maintain a workplace that is free from illegal use, possession, sale, or distribution of alcohol or controlled substances. Moreover, legal or illegal substances shall not be used in a manner that impairs a person’s performance of assigned tasks. OWL team members must also adhere to the local laws of where they reside and where they travel to, including any OWL sponsored event or other event, meal, or social gathering associated with client-facing work.

CONFIDENTIALITY AND CORPORATE ASSETS

Even as an Open Source organization, employees are, on occasion, entrusted with OWL confidential information and with the confidential information of OWL vendors, clients or other business partners. This information may include:

1. Technical or scientific information under development about current and future services or tools that has not been released to the public under a Creative Commons license;

2. Business or marketing plans or projections;

3. Internal financial data;

4. Personnel information;

5. Client lists; and

6. Other non-public information that, if disclosed, might be of use to other organizations doing similar work, or harmful to OWL's vendors, clients or other partners.

Discussions involving sensitive information should always be held in confidential settings to safeguard the confidentiality of the information. Anyone working on public relations or grant writing will work closely with the Director of Development & Research in determining what required information can be made public.

All employees, upon signing this Code of Ethics, agree to the following statement:

I will not use or disclose Confidential Information, whether before, during or after the period of my association with OWL except to perform my duties as an employee or contractor, based on my reasonable judgment, or in accordance with instruction or authorization of my manager, without prior written consent from a Director.

INTERNET USE POLICY

This section sets forth some important rules relating to the use of OWL’s informational technology (IT), including computers (PCs provided to employees), communications systems, all associated software, and cell phones, voice mail, and electronic mail systems. OWL has provided and manages these systems to support its mission and although limited personal use of OWLs systems is allowed, no use of these systems should ever conflict with the primary purpose for which they have been provided. Note that by using any OWL IT, app, technology platform, device, sign-on, or email address, the employee acknowledges that they represent OWL and agrees to comply with this Internet Use Policy.

All data in OWL’s computer and communication systems (including documents, other electronic files, e‐mail and recorded voicemail messages) are the property of OWL. OWL may inspect and monitor such data at any time. No individual should have any expectation of privacy for messages or other data recorded in OWL’s systems or hardware. This includes documents or messages marked “private,” which may be inaccessible to most users but remain available to OWL. Likewise, the deletion of a document or message may not prevent access to the item or completely eliminate the item from the system.

OWL’s systems must not be used to create or transmit material that is derogatory, defamatory, obscene or offensive, such as slurs, epithets or anything that might be construed as harassment or disparagement based on race, color, national origin, sex, sexual orientation, age, physical or mental disability, medical condition, marital status, or religious or political beliefs. Specifically, no employee is allowed to use the OWL information technology at ANY time for ANY activity pertaining to a sexual nature, including, but not limited to pornography, innuendo, reposting memes of such a nature, as well as personal correspondence relating to sexual issues. Anyone found to use the OWL IT for any activity which is forbidden by the nonprofit will be asked to immediately leave. If child pornography or any illegal use has been found, law enforcement will be notified.

Similarly, OWL’s information systems must not be used to solicit or proselytize others for commercial purposes, causes, outside organizations, chain messages or other non‐job‐related purposes.

SOCIAL MEDIA POLICY

The social media landscape is rapidly changing and obviously affects the way we work, the way we communicate, and the way we project our brand. This offers us new opportunities to engage with clients, colleagues, and the world at large, but also provides some risks that have to be appropriately managed. The following are the official guidelines for how we should use social media in OWL’s work.

First of all, know that participation in social media on behalf of OWL is not a right but an opportunity, so please treat it seriously and with respect. If you want to participate on behalf of OWL, check with your Manager, colleagues, and/or the Director of Finance & Operations to understand the overall direction and tone of our focus and message to our clients, colleagues, and the world at large. You are also expected to know and follow the terms and conditions for any third-party sites, especially when working in schools and districts and particularly when posting anything related to student images or work.

Rules of Thumb:

• Always be transparent: Use your real name, identify that you work for OWL, and be clear about your role with the organization.

• Be yourself: Stick to your area of expertise and only write what you know. If you publish to a website outside of OWL, please use a disclaimer something like, “The postings on this site are my own and don’t necessarily reflect the views of OWL.”

• Protect the organization’s reputation and brand: Be sure your transparency does not violate OWL policies or image. Remember, if you are online and are on the record – i.e. everything on the Internet is public and searchable.

• Never reveal OWL confidential information. If it gives you pause, then pause rather than publish.

• Don’t slam other organizations, our clients, partners, or OWL: Play nice. Anything you publish must be factual and never misleading or based on assumptions. All claims must be substantiated and if in doubt, approved before they are posted.

• Don’t over share: Remember that once you hit “share,” you usually can’t get it back. Plus, being judicious will help make your content more crisp and audience-relevant.

• Follow copyright and fair use laws: For your protection as well as OWL’s you must comply with all laws governing copyright and fair use of copyrighted material owned by others. This means, for example, that you may not publish copyrighted material without the permission of the copyright owner, whether that is OWL or a third party.

• Use Common Sense: Perception is reality and in online social networks, the lines between public and private, personal and professional are blurred. Just by identifying yourself as an OWL employee, you are creating perceptions about your expertise and about OWL.

• Add value: There are millions of words out there – make yours helpful and thought-provoking!

• Keep it civil: There can be a fine line between healthy debate and incendiary reaction. Try to frame what you write to invite differing points of view without inflaming others. Be careful and considerate.

To summarize, when you use Social Media, use good judgment. Be aware that there may be consequences to what you post or publish online. These consequences may include discipline up to and including dismissal if the conduct violates this policy or if OWL determines that your posting or publication is not legally protected and harms (or has the potential to harm) OWL’ legitimate business interests and obligations towards its employees and clients. Also note that this policy is not intended to infringe in any way on OWL employees’ legal rights to discuss the terms and conditions of their employment with other OWL employees for their mutual aid and benefit.

FINANCIAL MATTERS

You are expected to act responsibly and exercise sound judgment with respect to our finances and financial reporting. OWL’s stakeholders, including the Board, clients, and donors, rely on accurate and fair financial information to understand our financial results and make informed decisions. You also are expected to record and report all financial transactions honestly and accurately, to comply with our system of internal controls and to follow applicable laws, regulations and accounting practices.

We regularly file reports and other documents with regulatory authorities, including an annual 990 form with the United States Internal Revenue Service (IRS). In addition, we may make other public communications, such as press releases, from time to time. Depending upon your position with the nonprofit, you may be called upon to provide information to help ensure that our public reports and communications are complete, fair, accurate and understandable. You are expected to use all reasonable efforts to provide complete, accurate, objective, relevant, timely and understandable answers to inquiries related to our public disclosures.

Employees involved in preparing public reports and communications must use all reasonable efforts to comply with our disclosure controls and procedures. If you believe that any disclosure is materially misleading or if you become aware of any material information that you believe should be disclosed to the public, it is your responsibility to bring this information to the attention of our Director of Finance & Operations. If you believe that questionable accounting or auditing conduct or practices have occurred or are occurring, you should follow the procedures set forth in the Whistleblower Policy listed below.

Our periodic reports and other documents filed with the IRS, including all financial statements and other financial information, must comply with applicable federal securities laws, and IRS regulations. If you contribute in any way to the preparation or verification of our financial statements and other financial information, you must ensure that our books, records and accounts are accurately maintained. You must also cooperate fully with our finance department, as well as our independent public accountants and counsel.

Refer to the OWL Board Code of Ethics for additional information related to OWL’s financial obligations.

BUSINESS EXPENSES

You are expected to incur business expenses wisely. When you submit an expense for reimbursement or spend money on OWL’s behalf, you must make sure that the cost is reasonable, directly related to our business, supported by appropriate documentation and in compliance with our internal policies. Always submit expense reports in a timely manner, record the business purpose and relevant details and comply with all submission requirements. If you are uncertain about whether you should spend money or submit an expense for reimbursement, check with your manager.

Managers are responsible for all money spent and expenses incurred by their direct reports and should carefully review such expenses and supporting receipts before approving.

Note that the Directors, Board Members, and any Finance Department personnel bear a special responsibility for promoting integrity throughout the organization, with responsibilities to stakeholders both inside and outside of OWL. These persons have a special role not only to adhere to these principles themselves but also to ensure that a culture exists throughout OWL as a whole that ensures the fair, accurate, comprehensive and timely reporting of financial results. As such, they must:

• act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships;

• provide information that is accurate, complete, objective, timely and understandable to ensure full, fair, accurate, timely, and understandable disclosure in reports and documents that OWL files with, or submits to, government agencies and in other public communications;

• comply with applicable governmental laws, rules and regulations, and acquire appropriate knowledge of such laws, rules and regulations relating to OWL' duties sufficient to enable the employee to recognize potential dangers and to know when to seek legal advice;

• promptly report to the Director of Finance & Operations and/or the Board Chair any conduct believed to be a violation of law or business ethics or of any provision of this Code, including any transaction or relationship that reasonably could be expected to give rise to such a conflict; and

• promote accountability to this Code among all employees.

Refer to OWL Board Code of Ethics for additional information related to the proper handling of expenses.

INVIOLABLE STANDARDS OF CONDUCT

For violation of any of the following rules of conduct, an employee shall be subject to penalties ranging from a formal written warning notice up to, and including, discharge.

• Chronic neglect of duty.

• Immoral or indecent conduct.

• Conviction of a felony.

• Violation of local, state, or federal law which causes unfavorable publicity to OWL, impairs the credibility of the employee to perform the employee's job or is otherwise connected to employment.

• Intentional falsification of personnel records, payroll reports or other OWL records.

• Deliberate or careless conduct endangering the safety of self or other employees, including the provocation or instigation of violence.

• Consuming alcoholic beverages while on duty, except at approved functions, or the possession or consumption of illegal drugs.

• Possession of a weapon, or any item that can be used as a weapon while on company business outside one’s home.

• Abusive, threatening or coercive treatment of another employee or member of the public.

• Breach of confidentiality.

• Using or appearing to use for personal gain any information obtained on the job, which is not readily available to the general public or disclosing such information that damages the interests of OWL or its clients.

• For other offenses of equal magnitude to the above.

Violations of this Code, regardless of whether an actual law has been violated, will not be tolerated. OWL will promptly, thoroughly and fairly investigate every issue that is brought to its attention and will take disciplinary action, when appropriate, up to and including termination of employment. Violations of the Code are typically handled in the following manner, depending on the severity of the violation:

1. Verbal warning. Verbal statement to the employee that they have violated a rule and/or regulation and that such violation may not continue.

2. Written reprimand. Formal notification in writing to the employee that they have violated a rule and/or regulation.

3. Suspension. Loss of work and wages for a specific number of hours or days, but not for more than one work week, depending on the severity of the offense. Notice of suspension is provided to the employee in writing.

4. Discharge. The employer/employee relationship is severed.

COMPANY CREDIT CARDS

OWL provides some employees whose job responsibilities require frequent business travel or purchasing on behalf of OWL access to an AMEX corporate credit card. This is a privilege and not a right and employees who have such cards are responsible for the following requirements:

• Knowing and abiding by all the terms of use specified in the credit card contract, including knowing and operating within the specified credit limits, complying with all fraud-protection services, and ensuring payments for all expenses are made prior to any applicable deadlines.

• Managing their activities to ensure they maintain full access to the card while traveling.

• Contacting the credit card company in advance of any international travel.

• Configuring alerts to ensure they receive direct notification when fraud alerts are triggered.

• Immediately informing AMEX of a lost or stolen card, or suspected fraudulent transactions.

• The OWL corporate card is only authorized for business-related expenses. Any personal expenses charged in error to the business card must be reimbursed to OWL as soon as possible.

• Major expenses of >$1000 should be pre-approved by the employee’s manager or Director of Finance & Operations to ensure budget controls are maintained.

All cardholders are responsible for reconciling their credit card activity and making receipts available for review by their manager (or the Director of Finance & Operations) for each transaction at the end of each month, prior to when payment is due. If an employee is significantly delinquent in this reconciliation process, the credit card privilege may be revoked.

OWL PROPERTY

Employees are responsible for all OWL equipment, property, and work products that may be issued to them and/or are in their possession or control, including but not limited to:

• Credit cards,

• Office or company car keys,

• Computers and email/voice mail codes

• Intellectual property (e.g., written materials, work products, etc.)

SEPARATION

Under certain circumstances, the termination or lay‐off of one or more employees may be necessary. These employees are eligible for severance pay if on the date of their separation is more than one year of continuous service. In these cases, the employee will receive one full week of severance, at their base pay (less deductions permitted or required by law) for each full year of continuous service with OWL, for up to a maximum of 52 weeks of total severance pay.

In the event of separation from employment, or immediately upon request by the Director of Finance & Operations or his or her designee, employees must return all OWL property that is in their possession or control. Where permitted by applicable law(s), OWL may withhold from the employeeʹs final paycheck the cost of any property, including intellectual property, which is not returned when required. OWL also may take any action deemed appropriate to recover or protect its property.

Note that either OWL or the employee may initiate separation. OWL encourages employees to provide at least two weeks (10 days) written notice prior to intended resignation. After receiving such notice, an exit interview will be scheduled by the President or their designee. The purpose of the exit interview is to complete necessary forms, collect company property and discuss employment experiences with the company.

STATE & FEDERAL LABOR & EMPLOYMENT NOTICES:

Because OWL does not have typical brick and mortar offices, we don't have a physical worksite or break room wall upon which to post important labor and employment notices for team members. As such, this summary from OWL (a similar “all remote” organization) provides such notices for each state. Likewise, this document provides similar reference for US Federal Labor Law notices.

RECORDS RETENTION

OWL is committed to maintaining proper records management in compliance with applicable laws, including the Sarbanes-Oxley Act. This policy ensures records are retained for the appropriate period and destroyed when no longer needed. This policy applies to all OWL employees, Board members, and contractors handling OWL records.

Records Retention & Compliance

• OWL retains records based on legal, financial, and operational needs.

• Records must not be altered, destroyed, or concealed if OWL is under investigation or litigation (Litigation Hold).

Defining Records

• Records: Documents with business, legal, or financial significance (e.g., contracts, tax filings, meeting minutes).

• Non-Records: Informal or temporary items (e.g., drafts, reference materials, casual emails). These should be deleted when no longer needed.

• Copies: Extra copies of records can be discarded when they are no longer needed.

Storage & Security

• Official records should be stored in OWL’s secure Google Shared Drive.

• Personal storage (e.g., personal hard drives, flash drives) must not be used for long-term record keeping.

• Confidential hard copies must be stored securely and shredded when no longer needed.

Retention & Destruction

• OWL follows the retention schedule below.

• When a record’s retention period expires, it should be securely deleted or shredded unless under a Litigation Hold.

Type of Document	Retention Period
Board Minutes, Bylaws, Governance Docs	Permanent
Tax Filings (e.g., 990 forms)	Permanent
Financial Statements (Year-End)	Permanent
Legal Correspondence	Permanent
Contracts	Duration of contract
Accounts Payable & Receivable	7 years
Payroll & Personnel Records (Terminated Employees)	7 years
Audit Reports (Internal & External)	Permanent
Employment Applications & Onboarding Docs	3 years
Background Check Results	6 years
Bank Statements & Reconciliations	3 years
Insurance Policies (Active & Expired)	Permanent
Timesheets	7 years

QUESTIONS, REPORTING AND EFFECT OF VIOLATIONS

Compliance with this Code is, first and foremost, the individual responsibility of every employee. OWL attempts to foster an open, safe, and transparent work environment in which ethical issues and concerns may be raised and discussed with any other team member or Board member without fear of retribution.

If an employee is aware of a suspected or actual violation of this Code by others, they have a responsibility to report it to leadership. The employee and OWL will be best served by bringing the concern into the open so that any problems can be resolved quickly, and more serious harm is prevented. OWL will not allow any retaliation against any employee who acts in good faith in reporting any violation of this Code or against any person who is assisting in good faith in any investigation or process with respect to such a report. Any employee who participates in any such retaliation is subject to disciplinary action, including termination.

Generally, each employee’s direct manager will be in the best position to quickly resolve any questions about the Code or potential violations. If after raising an issue regarding the Code it remains unresolved, the employee is encouraged to raise it with OWL’s Director of Finance & Operations or Board Chair. Note that employees can raise their concerns orally or in writing and while OWL prefers that each employee gives his or her name and other pertinent information to help make the investigation and resolution of the suspected violations being reported more effective and efficient, the employees may also make a report anonymously.

ADMINISTRATION, WAIVER, AND AMENDMENT

The OWL Board is ultimately responsible for establishing the standards of business conduct contained in this Code. The OWL Board has delegated day-to-day responsibility for administering and interpreting the Code to the Director of Finance & Operations. The Director of Finance & Operations and their authorized delegates are responsible for administering this Code by overseeing compliance. While serving in this capacity, the Director of Finance & Operations reports directly to the OWL Board.

Any waiver of any provision of the Code for the benefit of a director or board member shall be effective only if approved by the Board in its sole discretion. Any waivers of the Code for other employees may be made by the Director of Finance & Operations.

OWL is committed to continuously reviewing and updating our policies and procedures. Therefore, this Code is subject to modification. Any amendment of this Code must be approved by the OWL Board and will be promptly communicated to all employees. Moreover, any amendments or waiver may also be publicly disclosed, if required by applicable laws, rules and regulations.

RECEIPT AND ACCEPTANCE

I hereby acknowledge receipt of the OWL Code of Conduct & Ethics (Code) and that I have read and understood it. I understand that it is my continuing responsibility to follow its content as long as I am associated with OWL. I also understand and agree that the Code is not an employment contract for any specific period of employment or for continuing or long‐term employment. Therefore, I acknowledge and understand that unless I have a written employment agreement with OWL that provides otherwise, I have the right to resign from my role with OWL at any time with or without notice and with or without cause, and that OWL has the right to terminate my association at any time with or without notice and with or without cause.

Moreover, any information that I learn about OWL, its members or donors, as a result of working for or with OWL that is not otherwise publicly available constitutes confidential information. I agree that I will not disclose confidential information to anyone who is not employed by OWL or to other persons employed by OWL who do not need to know such information to assist in rendering services. The disclosure, distribution, electronic transmission or copying of OWL’s confidential information is prohibited. I am aware that any employee who discloses confidential OWL information will be subject to disciplinary action (including possible separation), even if they do not actually benefit from the disclosure of such information.

I understand the above policy and pledge to abide by it for the duration of my association with OWL.

Signature _____________________________________________

Print Name ____________________________________________

Date ________________________