2015 GNYADA Employee Handbook

Employee Handbook

Employment Policies of the Greater New York Automobile Dealers Association, Inc.

Revised and Effective: March 2015

PART 1

INTRODUCTION

This handbook is a summary of The Greater New York Automobile Dealers Association’s (also referred to in this handbook as “GNYADA,” the “Association,” or “We”) personnel policies, plans and benefits and the procedures we have developed to implement them. It is given to you for your information; it is not a contract and it does not and is not meant to impose any legal obligation with regard to contractual employment obligations upon either you or the company. GNYADA may amend or terminate at any time the policies, plans and benefits described in this book as our business needs and experience dictate. Any changes will supersede the contents of this handbook. Updates to this handbook will be issued when necessary to describe any changes in the plans or policies. More complete descriptions of the GNYADA’s employee benefits are found in the summary plan description and other materials provided directly from the benefit providers, copies of which are available from the Office Manager. If information in this handbook contradicts information in the summary plan, the summary plan shall govern in all cases as to all terms and conditions, rights and obligations.

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PART 2

EQUAL EMPLOYMENT OPPORTUNITY/ SEXUAL HARASSMENT

GNYADA is committed to a policy of equal employment opportunity for applicants and employees. It is our policy that all employees and applicants for employment shall be treated in a manner free of discrimination regarding race, creed, color, religion, gender sexual orientation, national origin, age, disability, genetic predisposition or carrier status, marital status, handicap, veteran’s status, military status or any basis prohibited by law. It is also our policy to not discriminate on the basis of perceived or actual domestic abuse.

If an employee has a complaint that he or she has been discriminated against in his/her employment with GNYADA, he or she should timely inform Mr. Mark Schienberg or Ms. Rose Macleod to resolve the complaint.

We strongly disapprove of all types of harassment.

It is our policy to provide a work environment that is free of discrimination and any type of harassment, including sexual harassment. Sexual harassment includes, but not limited to, verbal, physical and visual harassment. Unwelcome sexual advances, requests for sexual favors, remarks or jokes of a sexual nature, and other verbal or physical conduct of a sexual nature constitute sexual harassment when: (i) submission to such conduct is made either explicitly or implicitly a term or condition of an individual's employment; (ii) employment decisions concerning an individual are based on whether the person submitted to or rejected the harassing action; and/or (iii) when such conduct has the purpose or effect of unreasonably interfering with an individual's work performance, or creating an intimidating, hostile, or offensive working environment. Conduct such as the following would constitute sexual harassment: repeated, offensive sexual flirtations, advances or propositions; graphic verbal commentaries about an individual's body; sexually degrading words used to describe an individual; a display of sexually suggestive objects or pictures; or other sexually degrading actions or touching.

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All complaints concerning harassment or discrimination should be reported to Mr. Mark Schienberg or Ms. Rose Macleod. GNYADA will conduct a prompt and thorough review of the incident; consider the totality of the circumstances, such as the nature of the actions that are the subject of the complaint and/or which are disclosed or discovered during any such investigation and the context in which any such event(s) occurred; and, promptly take appropriate remedial and/or preventative action.

We will take all appropriate steps to enforce this policy, up to and including termination or other corrective or disciplinary action, against persons who have violated the policy.

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PART 3

CATEGORIES OF EMPLOYMENT

Regular Full Time - those employees who work thirty-five (35) hours or more in the workweek on a regular basis. These employees are entitled to health insurance and other benefits as described in this handbook.

Part-time -

those employees who work fewer than thirty-five (35) hours per week on a regular basis. These employees are not entitled to health insurance and other benefits except as otherwise provided. those employees who work full time or part-time on a temporary basis (for a specified period or for a specific task) such as, but not limited to, an individual hired to replace a regular employee who is on medical leave of absence. These temporary employees are not entitled to health insurance and other benefits.

Temporary -

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PART 4

EMPLOYEE INFORMATION

Changes in Employment Information

It is the responsibility of the employee to notify his/her immediate supervisor of any changes in employment information such as name, address, telephone number, benefit status, emergency contact person, resignation, etc. All changes must be submitted in writing to the employee's immediate supervisor. This information will then be forwarded to the appropriate department.

PART 5

COMPENSATION AND HOURS OF WORK

Hours of Operation

A normal workweek consists of a five (5) day period, Monday through Friday. Operating a thirty-five (35) hour workweek, GNYADA has instituted a basic eight (8) hour shift (with a one (1) hour lunch break), depending on the employee's employment classification as stated earlier. An employee may be required to work additional hours in order to meet the operational needs of GNYADA.

Attendance

It is GNYADA policy that employees have a good attendance record. It is imperative that an employee report to work ready, willing and able to perform his/her duties at a designated starting time. Regular and dependable attendance is integral to an effective, efficient and successful operation.

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PART 6 HOLIDAYS, SICK and PERSONAL DAYS, LEAVES OF ABSENCE Holidays

GNYADA's offices are generally closed in observance of the following

nine (9) holidays:

New Year's Day President's Day Memorial Day Independence Day Labor Day Thanksgiving Day after Thanksgiving Christmas Eve and/or New Year's Eve ( as scheduled ) Christmas Day

The actual observances may change from time-to-time at GNYADA’s sole discretion. If, for example, a holiday occurs on a weekend when GNYADA’s office would not generally be open. On those occasions, Floating Holidays may be substituted for any of the above holidays.

Personal Days

In addition to the Holidays listed above, each full-time employee (who has completed six [6] consecutive months of employment) is entitled to two (2) personal days annually. In the first year of employment, those days will accrue at the beginning of the seventh month of employment. After that, those days will accrue on January 1 st of each year.

Employees will not receive pay in lieu of personal days and cannot carry them forward into the next calendar year. Employees will not receive pay for unused personal days upon resignation, retirement or discharge.

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Sick Leave

To provide continuity of income during absences due to illness or injury, GNYADA provides up to six (6) days of sick leave to all full-time employees in each calendar year. Full-time employees accrue sick leave at the rate of 1/2 day for each month worked. An employee may carry forward up to six (6) days of sick leave from one year to the next provided that at no time may a full-time employee's sick leave entitlement exceed twelve (12) days. Part-time employees accrue sick leave at the rate of one (1) hour of paid sick leave (capped at 40 hours per calendar year) for every 30 hours worked. Part time employees may carry over up to 40 hours of unused sick leave to the next calendar year. However, employees may only use up to 40 hours of sick leave per calendar year. Sick leave accruals will begin on the first day of employment with GNYADA and sick leave will be available for your use beginning 120 days after your first day of employment. Sick leave may be used in increments of four (4) hours and greater. Sick leave may be used for: (i) your own injury, illness or need for preventative medical care; (ii) for care of a family member (child, spouse, domestic partner or parent, or the child or parent of your spouse or domestic partner) who needs medical diagnosis, care or treatment of a mental or physical illness, injury or health condition or who needs preventative medical care; or (iii) closure of GNYADA by order of a public health emergency or you need to care for a child whose school or childcare provider has been closed by order of a public official due to a public health emergency. Sick leave may not be used for any other purpose, including personal business or vacation. GNYADA may require documentation from a licensed health care provider if you use more than three (3) consecutive workdays as sick leave. GNYADA may also require an employee to provide written verification that sick leave was used for sick leave purposes. Sick leave is to be used for absences due to illness or injury and not for personal business or vacation. GNYADA reserves the right to request proof of illness from any employee who requests sick leave.

An employee may not receive pay in lieu of sick leave, nor will an employee receive pay for unused sick leave upon resignation, retirement or discharge.

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LEAVES OF ABSENCE

GNYADA offers the following types of leave:

Medical Leave

Employees seeking to extend a leave of absence beyond eight (8) weeks must confer with GNYADA management to determine whether GNYADA can accommodate such a request without imposing an undue hardship on the business. An employee seeking medical leave must submit a written request for such leave giving GNYADA at least thirty (30) days notice (or as much notice as is practicable) before the leave commences. GNYADA reserves the right to request the rescheduling of medical leaves (to the extent practicable) to ensure efficient operation of GNYADA's office. Employees must present a note from their health care provider before returning to work. During the balance of the month in which the medical leave begins and for one (1) additional month thereafter, GNYADA will provide health insurance benefits to the employee on the same basis as it does for active employees. Thereafter, the employee is solely responsible for paying the health insurance premiums for the remainder of the leave. During the first four (4) weeks of medical leave, GNYADA will also hold an employee's position, so that if the employee returns from such leave during said four (4) week period, the employee will return to his or her former job. GNYADA cannot guarantee the availability of the employee’s position after four (4) weeks of medical leave. If the employee is not ready to return to work until the fifth (5 th ) through eighth (8 th ) weeks of the leave, he or she will be returned to a comparable job at GNYADA, if one is available. If no such position exists, the employee will be laid off and, thereby will qualify for unemployment benefits.

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In circumstances where practicable, GNYADA will consider flexible arrangements whereby an employee on leave returns on a part time basis and/or performs services for GNYADA while at home. Such arrangements may not be practicable for all positions and GNYADA reserves the right to determine whether, and to what extent, such flexible arrangements will be permitted. GNYADA requires all employees to first use any available paid sick and vacation leave before taking an unpaid leave of absence unless the absence is covered by workers’ compensation. The availability of paid sick or vacation leave does not extend the maximum duration of any medical leave, which is eight (8) weeks.

Military Leave

The Company grants military leave in accordance with federal and state law.

Leave for Blood Donation

Employees who work on average at least 20 hours per week are entitled to:

 up to 3 hours of unpaid leave in any 12-month period to donate blood; or

 at the option of GNYADA, donate blood during working time twice per year at a

convenient time and place established by GNYADA.

Leave for Bone Marrow Donation

Employees who elect to have a medical procedure for the donation of bone marrow may receive

as much time needed (determined by the employee’s physician) not to exceed 24 total hours of

leave, unless GNYADA consents.

Leave of Absence for Military Spouse

The spouse of a member of the armed forces of the United States, national guard or reserves,

that has been deployed during a period of military conflict, to a combat theater or combat

zone of operations may take up to 10 days of unpaid leave. The leave can only be used by the

employee when his or her spouse is on leave from the military while deployed during a period

of military conflict to a combat theater or zone of operations.

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Nursing Mothers

A nursing mother may take reasonable unpaid break time or paid break or meal time to express

breast milk in the workplace for up to three years after the birth of a child. Nursing mothers are

provided leave of 20/30 minutes of paid/unpaid leave every three hours to express breast milk.

In certain situations, GNYADA may determine that appropriate employee coverage is

unavailable, in which case GNYADA may require the employee to delay her leave for a period

of up to 30 minutes until coverage is available. GNYADA will make reasonable efforts to

provide a private area or room that the employee can use for this purpose. An employee

wishing to take this leave must provide GNYADA with advance notice.

Voting Leave

Employees may be entitled to two hours of paid time to vote in any election, if the employee

does not have sufficient time outside of work hours to do so. The law defines “sufficient time”

as four consecutive hours either between the opening of the polls and the beginning of the

employee’s work shift or between the end of the employees work shift and the closing of the

polls. Employees must notify his or her manager of the need to take time to vote, not more

than 10 days from the election nor less than 2 days before the election. Time off for voting is

only allowed at the beginning or end of a work shift, as designated by GNYADA.

Bereavement Leave

In the event of a death in the family (spouse, same-sex committed partner, parent, brother, sister, child, niece, nephew, grandparent, grandchild, parent-in-law, step-parent, step-child) GNYADA provides up to 3 days of consecutive work days off with pay to full-time employees.

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PART 7

EMPLOYMENT STANDARDS

Management has the right to hire, terminate, promote, transfer or demote any employee, as it deems appropriate, in its sole discretion and expressly reserves the right to make and implement all decisions concerning the effective and efficient operation of GNYADA .

PART 8

CONFIDENTIALITY OF EMPLOYEE RECORDS

Policy

It is the policy and practice of GNYADA to safeguard the confidentiality of an employee's personnel file.

Access to Personnel Files

To maintain the privacy of employees' personnel files and related information, GNYADA requires you to make an appointment with the President or his designee prior to reviewing your file.

Outside Requests for Verification of References, Employment and/or Salary

Policy It is GNYADA policy that no oral verification of employment and/or reference information will be provided.

Procedure A) All requests shall be in writing accompanied by written authorization from the affected employee.

B) GNYADA will provide a neutral reference for former employees, which reference will disclose name, position, date of hire, last day of employment, and, if required, salary.

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PART 9

PAYROLL PROCEDURES

GNYADA operates on a bi-monthly pay period with paydays for regular employees occurring on the 15th and 30th of each month. GNYADA provides for “direct deposit” of wages as an accommodation for employees, at the employee’s option.

GNYADA is required by law to honor wage assignments and income executions. You will be advised before any deductions are made.

PART 10

MEDICAL BENEFITS

Regular full-time employees of GNYADA are entitled to participate in our medical benefits program. You will receive enrollment forms and all benefit booklets and cost information when you are eligible to participate. Eligibility for full-time employees commences on the first day of the calendar month following one full month of employment.

PART 11

PENSION BENEFITS

GNYADA has established a 401-K Retirement Savings Plan administered by the National Automobile Dealers Association Retirement Trust (NADART). You will receive all necessary booklets and other information concerning this Plan when you are eligible to participate. Full-time employees will become eligible after one year of employment.

NADART will provide all required descriptions and information concerning the plan at the time of enrollment.

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PART 12

VACATION AND OTHER BENEFITS

Vacation

Vacation leave is a fringe benefit for regular full-time employees subject to the scheduling and operational needs of the affected department. The “vacation calendar year” is designated as January 1 to December 31.

The amount of annual vacation that you accrue during the “Initial Period” (defined below) is based on your start date during the year. Thereafter, the amount of vacation is based on your years of service with GNYADA.

Generally, subject to the explanation below, vacation will accrue as follows:

Completed Service

Vacation Accrual and Eligibility - Weeks

From 0 - 1 year

1 week

From 1 - 4

2 weeks

Starting at 5 years

3 weeks

The “Initial Period” is defined as the period beginning on the first day of employment and ending on December 31 st of the following year.

During the first year (12 months) of employment, the employee will accrue vacation at the rate of one week (5 days) per one full year of service.

Commencing on the first anniversary of employment, additional vacation will accrue at the rate of two weeks (ten days) per year for the balance of that calendar year (until December 31, the end of the Initial Period). The vacation that accrues during the remainder of the Initial Period will accrue on and as of the employee’s first Anniversary Date.

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During the Initial Period, employees are entitled to take accrued vacation time only after six months of employment (measured from their starting date). Employees must take all vacation time that has accrued during the Initial Period by the end of the Initial Period (no later than December 31 st of the year in which they have reached the first anniversary of employment).

During the Initial Period vacation time shall be taken, to the extent practicable, in blocks of five days; a block of less than five days may be taken only once during the “Initial Period.”

The following is for the purposes of example only ; each employee’s actual vacation benefit will vary depending on his or her start date:

Example: Employee starts June 1, 2005 – he or she will accrue vacation time during the “Initial Period” until December 31, 2006, (19) months, as follows.

Vacation days accrued from June 1, 2005 until May 31, 2006 – five days total. Vacation days accrued from June 1, 2006 until December 31, 2006 – six days, determined as follows: June 1, 2006 thru December 31, 2006 is 7 months, during which time vacation accrues at the rate of ten days per year for the seven months, or 10/12 x 7 months = 70/12 or 5 and 10/12 days, rounded to 6 days.

Thus, an employee who starts on June 1, 2006 will accrue a total of 11 days of vacation during the “Initial Period” of 19 months. That vacation may be taken in blocks of 5 days and 6 days.

For accrual purposes, if employment commences after the 15 th day of the month, that month is not counted for accrual purposes.

After the Initial Period, the benefit period runs from January 1 st to December 31 st . Employees will accrue vacation benefits in accordance with the above schedule at the start of each new calendar year. Thus, an Employee will accrue 2 weeks of vacation on January 1 following his or her “Initial Period.” An Employee will accrue 3 weeks of vacation on January 1 following his or her fifth anniversary, and on each January 1 thereafter.

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A standard vacation week runs Monday through Friday.

An employee must submit his or her request for vacation to his or her supervisor for preliminary approval at least two (2) weeks in advance of the proposed commencement of the vacation. Final approval will be given by the President or his or her designee. GNYADA reserves the right to deny a request if, in GNYADA's judgment, the vacation will interfere with GNYADA's operations. Vacations must be taken in one (1), two (2) or three (3) week increments unless prior approval is obtained to take a smaller increment. All employees who are entitled to vacation benefits must utilize the benefits by December 31 st of the year in which the benefit accrues. Vacation leave cannot be accrued and/or carried from year to year.

An employee may not receive pay in lieu of vacation. Further, an employee will not be entitled to or receive pay for unused vacation upon resignation, retirement or discharge.

If an employee’s vacation includes a holiday on which the GNYADA offices are closed, the employee will receive regular pay for that holiday. A holiday which occurs during an employee’s vacation will not extend the vacation.

Workers' Compensation

GNYADA provides for a program at its own expense to reduce the financial impact of an on-the-job injury suffered by an employee. This program covers medical expenses and a percentage of an employee's base income.

An employee who is injured on the job must report such accident to their immediate supervisor in writing immediately but no later than 24 hours from the time of occurrence. Both the employee and his/her supervisor must complete an accident report form. Appropriate forms are available.

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Disability Insurance

GNYADA provides a program at its own expense, supplemented by a nominal contribution from our employees (currently, approximately $.60 per pay period), to reduce the financial impact of an off the job injury and/or illness suffered by an employee. The program provides the employee a percentage of the base weekly income. Appropriate forms are available.

Unemployment Compensation

GNYADA provides at its own expense an unemployment insurance program to compensate (percentage of base income) an employee whose employment is terminated and is eligible for benefits under the law.

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PART 13

SMOKING

GNYADA maintains a smoke-free work environment. An employee who wishes to smoke may do so only during non-work time and only outside of any GNYADA facility or building.

PART 14

JURY DUTY

Jury Duty is a leave in which an employee may attend jury duty in accordance with his/her legal obligation to do so. Regular employees will be granted a leave of absence with pay (as described below) for this purpose provided they give GNYADA reasonable advance notice of their obligation to serve. A) Benefit - Regular full-time employees are entitled to full pay, less court payments, while serving on a jury, up to a maximum of two (2) weeks. Jury Leave for part-time employees serving on a New York State Court jury shall receive the lesser of their daily wages (if any) or $40.00 for the first three days of jury service. 1. Administration - It is the responsibility of each employee to provide GNYADA with reasonable advance notice of his/her obligation to serve on a jury. Furthermore, it is the responsibility of the employee to bring their summons to their immediate supervisor immediately upon receipt. 2. Procedure - An employee who is assigned to jury duty should report to work on those days or parts of days when excused from jury duty. It is the employee's responsibility to report to work at the end of an approved jury leave. B) Administration & Procedure

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PART 15 DRESS CODE

All employees should be well groomed and dressed in a professional and business-like manner, appropriate to their function.

GNYADA does permit “Business Casual” dress on Fridays, year round. While Business Casual is a more relaxed standard than business attire, employees must still be professional in their appearance. Business Casual does not include jeans, tee shirts, sweat shirts, jeggings, shorts, cut-offs, sneakers, flip-flops, “UGG” style boots, running shoes, or yoga or other gym or work-out attire. In addition, in the event that an employee is meeting with dealers, vendors, or other business representatives, he or she shall dress in standard business attire, even on a Friday. “Casual Fridays” may be suspended office-wide any time there is a meeting or another function at the Association’s offices.

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PART 16

CONFIDENTIALITY AGREEMENT

GNYADA strictly prohibits the unauthorized use or disclosure of proprietary information. Employees who fail to abide by the following policy will be disciplined up to and including termination. GNYADA reserves the right to pursue civil and/or criminal penalties against employees or former employees who disclose confidential information without authorization.

Nondisclosure of Confidential Information

1. Confidential Information : Employees are required to hold in strictest confidence, and not to use, except for the benefit of GNYADA, or its member dealers, or to disclose to any person, firm or corporation without written authorization, any Confidential Information of GNYADA or Confidential Information received by GNYADA from any third party. “Confidential Information” means any data, trade secrets, or know-how, including but not limited to: research, product plans, products, services, customer lists and customers, logos, letterhead, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other similar business information disclosed to the employee by GNYADA either directly or indirectly in writing, orally or by drawings or observation of any drawings, reports, plans, lists, or blueprints in any medium. Confidential Information does not include any of the foregoing items which have become publicly known and made generally available through no wrongful act of the employee or of others who were under confidentiality obligations as to the item or items involved. 2. Former Employer Information : Employees may not improperly use or disclose any proprietary information or trade secrets of any former or current employer (including any business owned or operated by the employee) or other person or entity and will not bring onto the premises of GNYADA any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person, or entity.

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Returning Company Documents

Upon termination, resignation or retirement all employees must deliver to GNYADA (and will not recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items in any and all media (including, but not limited to, recordings, mechanical, photographic, written, or electronic) developed during employment with GNYADA or otherwise belonging to GNYADA.

Ownership of work product

All creative work-product that employee produces on behalf of GNYADA shall be deemed a work-for-hire and ownership of all rights with respect to that product shall be deemed to vest in GNYADA at the time of creation.

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PART 17

SUBPOENAS AND DOCUMENT RETENTION POLICY

It is the policy of the Greater New York Automobile Dealers Association, Inc. (GNYADA) to comply with all applicable laws, rules, and regulations in its record-keeping and document retention policies. It is also GNYADA’s policy to carry out those activities employing high ethical standards. 1. In the event that any subpoena, summons, or other legal process is served on GNYADA or on any of its subsidiaries, service of such documents shall be directed to Rose Macleod, Vice President and Director of Operations or Mark Schienberg, President. No one else is authorized to accept service of legal process. 2. In the event that any legal process or any of the documents mentioned above are delivered to GNYADA or any of its subsidiaries, Rose Macleod or Mark Schienberg shall be notified immediately of such delivery. 3. In no event shall any individual, employee, officer, or Director allow or cause any document that is the subject of any legal proceeding, summons, or subpoena to be destroyed, damaged, altered, or in any other way rendered illegible or unusable.

Document, as used herein, shall include all written documents, copies, photographs, video, movies, or recordings, in any medium.

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PART 18

WHISTLEBLOWER PROTECTION POLICY

It is the policy of the Greater New York Automobile Dealers Association, Inc. (GNYADA) to comply with all applicable laws, rules, and regulations in the conduct of its financial record- keeping, financial reporting, and financial transactions. It is also GNYADA’s policy to carry out those activities employing high ethical standards. Employees who have a reasonable belief or suspicion that employees, staff, or anyone else affiliated with GNYADA is failing to comply to legal or ethical standards in connection with those activities are encouraged and required to report such activity to Mr. Mark Schienberg, President or Rose Macleod, Vice President and Director of Operations. Reports that are founded on a reasonable belief or suspicion will be deemed “good faith reports.” Such report may be made anonymously or with attribution. Such report should be sufficiently detailed to allow an investigation of the complaint to be conducted. All such complaints will be kept confidential at the request of the party making the complaint, until and unless such time as disclosure is required by law.

GNYADA will take no punitive, retaliatory, or other negative action against any person who makes a good faith report, as a result of their having made such report, regardless of the outcome of any investigation into the complaint.

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CONFLICT OF INTEREST DISCLOSURE POLICY

PART 19

Purpose. GNYADA employees owe a duty of loyalty to GNYADA. It is expected that

employees in their dealing on behalf GNYADA with outside parties will exercise their best

efforts in GNYADA’s interest. This Conflict of Interest Policy will provide general guidance

to GNYADA employees as to those situations.

Definition of conflict of interest. A conflict of interest is a situation in which a personal

interest or activity of an employee interferes or appears to interfere with an individual's

objectivity in fulfilling his or her responsibilities to the GNYADA. Program management

staff has a fiduciary responsibility to the association and must ensure that the association's

interests are a priority.

This policy addresses perceived and potential conflicts of interest as well as actual conflicts

of interest. A perceived or apparent conflict of interest is one in which a reasonable

individual would think that an employee’s judgment is likely to be compromised. A potential

conflict involves a situation that may develop into an actual conflict.

Examples of interested parties or related parties. This includes the association's program

staff and management, members of their immediate families, as well as affiliated or

subsidiary entities, any national and local affiliates, and those entities whose officers or

directors are members of the association's governing board.

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Full disclosure in writing. Employees will be required to make full disclosure annually of

the existence and the nature of any potential conflicts and should be updated annually.

Although this is not a comprehensive list of circumstances that may arise, it is intended to

provide general direction regarding what could constitute a conflict of interest:

 having an ownership interest either directly or indirectly in a third-party organization

that conducts business with GNYADA;

 receiving undisclosed personal gifts or favors from a third party conducting business

with GNYADA;

 receiving preferential treatment from a third party conducting business with

GNYADA, including favorable terms in negotiating personal loans or insurance

policy premiums; and

 influencing results of solicitation contracts where personal benefits are solicited or

received in exchange for winning bids.

Possible conflicts of interest will not preclude GNYADA from doing business with a related

party. However, relationships with related parties will be considered only under the same

terms and selection processes as other vendors.

DISCLOSURE OF CONFLICTS OF INTEREST IS REQUIRED: All conflict of

interest in transactions must be disclosed to Mark Schienberg, President, or Rose Macleod,

Vice President and Director of Operations, who will then determine whether disclosure is

required to the Board of Directors or the Executive Committee, at which time the Board or

Committee will determine whether to evaluate and/or ratify transactions.

Exceptions: Transactions which are minimal in nature – for example, less than $250 in a

calendar year – or which are more then $250 but represent repeated transactions with vendors

where the conflict of interest has previously been disclosed and approved by the Board of

Directors or the Executive Committee may not require disclosure.

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PART 20

ELECTRONIC COMMUNICATIONS

Acknowledgment and receipt of this employee handbook authorizes GNYADA to monitor your use of GNYADA systems and devices (i.e., GNYADA -owned PCs, laptops, PDAs, and phones) and your electronic communications* utilizing any such GNYADA -owned systems. GNYADA systems and devices are the property of the GNYADA and there is no expectation of privacy regarding the usage of such systems and devices . GNYADA reserves the right to monitor, access, retrieve, read and disclose all electronic communications transmitted or received using GNYADA systems and devices. GNYADA is not assuming the duty or obligation to monitor the activities of any employee, but reserves the right to take appropriate action in accordance with this policy. Usage of GNYADA systems and devices to transmit or receive electronic communications should generally be restricted to business use, but limited reasonable personal use is permitted during nonworking time. Nonetheless, GNYADA expressly prohibits certain personal uses of its systems and devices. Such prohibited personal uses include, but are not limited to, streaming videos; transmitting chain letters; searching for another job; and disseminating or accessing any harassing, vulgar, obscene, threatening or intimidating materials. As GNYADA seeks to ensure a consistent company message and avoid misinformation, GNYADA also prohibits disseminating personal views as representing those of GNYADA. GNYADA prohibits you from: accessing, uploading, downloading, or otherwise transmitting confidential, private or proprietary information or materials, including trade secrets, customer information, budgets, revenue or expense figures or projections, strategy information, etc., without GNYADA authorization; using GNYADA systems and devices systems to gain unauthorized access to or to damage, alter, or disrupt remote computers or other systems; using another employee’s password or log-in information without authorization from your supervisor; disclosing any code or password without GNYADA authorization; enabling unauthorized third parties to have access to or use of GNYADA systems; jeopardizing the security of GNYADA systems; and using GNYADA systems and devices for illegal activities.

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If you are found to have violated this policy you may be subject to disciplinary action up to and including termination, and, if appropriate, GNYADA reserves all rights to pursue all legal remedies with respect thereto.

Nothing within this policy shall be construed to improperly restrict the right to discuss wages, hours, and/or other working conditions, or other rights protected by law.

* The term electronic communications includes, but is not limited to, e-mail, instant messaging, texting, Internet/World Wide Web, voice mail, and related equipment and services.

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PART 21

SOCIAL MEDIA & ONLINE PERSONAL COMMUNICATION

The use of social media, including but not limited to, blogs, Facebook, Twitter, MySpace, and LinkedIn, has become a popular activity on the internet and you may now or in the future decide to start a blog or participate on social networking websites. GNYADA takes no position on your decision to start or maintain a blog or to participate on a social networking website.

Unless specifically authorized to do so, you are prohibited from engaging in social media or otherwise engaging in online communication of a personal nature, on work time or during work hours and may not use any GNYADA systems or devices for these purposes.

While we respect the rights and interests of employees to utilize the internet in their personal time, employees’ must not use social media to: • Harass or otherwise discriminate against GNYADA employees or customers • Make defamatory statements about GNYADA or its employees or customers • Disclose proprietary, privileged or confidential information, including trade secrets, customer information, budgets, revenue or expense figures or projections, strategy information, etc. • Disparage GNYADA products or services

As GNYADA seeks to ensure a consistent company message and avoid misinformation, you also may not represent your views or opinions as those of GNYADA.

If you are found to have violated GNYADA social medial and online personal communication policy, you may be subject to discipline up to and including termination. Postings subject to this policy shall not be restricted to written postings but include all content, including but not limited to, photographs or videos that may be placed on the internet.

Nothing within this policy shall be construed to improperly restrict the right to engage in lawful recreational activities away from work, the right to discuss wages, hours, and/or other working conditions, or other rights protected by law.

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PART 22

CELL PHONE USE

The use of cell phones for personal, non-emergency purposes during business hours is disruptive and therefore is highly discouraged. Non-essential personal calls should be kept to a minimum.

Employees are absolutely prohibited from using Company and personal cell phones while driving Company vehicles unless you are using a hands-free phone. In any event, utmost care must be exercised and drivers should pull off the road whenever it is possible and safe to do so while using a cell phone. This policy will be strictly enforced and result in disciplinary action up to and including termination.

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PART 23

ACKNOWLEDGMENT OF RECEIPT OF EMPLOYEE HANDBOOK

I acknowledge that I have received a copy of GNYADA's Employee Handbook, and that I have read the Handbook. I understand that the Handbook is intended to give me information about the main features of GNYADA employment policies, benefits, and certain other general information, and that it does not, and is not intended to cover these matters in detail or serve as a contract between me and GNYADA. I understand that my employment with GNYADA is terminable at will. Accordingly, I may be discharged at any time, for any reason or for no reason. Similarly, I may resign at any time; however, I am expected to give as much advance notice as possible and, at a minimum, the customary two (2) weeks' notice. I understand that no representative of GNYADA has any authority to modify the employment at will relationship except the President and any such modification must be in the form of a written employment contract signed by the President. I further understand that all statements in the manual are subject to change by GNYADA unilaterally and without notice to me.

Date

______________________ Employee Signature

_____________________ Employee Name (Print)

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