Common use of CNA Board Governance Clause in Contracts

CNA Board Governance. The CNA shall require executive leadership and Board members to annually disclose and certify Board members’ personal interests that may be affected by CNA and AbilityOne Program business and transactions and the decisions of the Board. The CNA shall publish a summary of its annual disclosures on its public website by July 1 or within thirty (30) days of any change to Board membership, a Board of Directors Disclosure Report in the historical format under the predecessor Agreement, except that the Disclosure Report shall also include the complete list of the CNA’s Board of Directors. The CNA shall also maintain records indicating recusal of Board members and the reason for the recusal. To avoid the appearance of an impropriety and improper influence, the composition of the CNA’s Board of Directors shall not be composed of current CNA employees other than the CEO in a non-voting ex Officio capacity, have no greater than 40% composition of voting Directors from current AbilityOne Program NPAs, not be composed of less than 25% people who are blind or disabled, and shall actively seek participation by people who are blind or have disabilities. Additionally, the CNA shall ensure board officer positions (Chair, Vice-Chair) are not filled by AbilityOne Program NPA executives, that no CNA executive(s) (i.e. VPs and above) serve as board members of AbilityOne Program NPAs, and that no CNA executive(s) (i.e. VPs and above) serve as board members of associations representing AbilityOne program NPAs. The CNA shall also ensure that no executives and/or board members of associations representing AbilityOne Program qualified NPAs serve as board members of the CNA, other than a member of the National Council of SourceAmerica Employers (NCSE) Executive Team. This requirement does not preclude the founding National Nonprofit Agencies (NNAs) from sitting on the CNA Board. The CNA shall maintain an audit committee to oversee the CNA’s financial affairs, and audits are conducted by an independent auditing firm that is overseen by the audit committee. Finally, the CNA shall provide the Commission with public Board meeting minutes when requested by the Commission.

CNA Board Governance. The CNA shall require executive leadership and Board board members to annually disclose and certify annually, and prior to any Board decision where the members’ personal interests that may be affected by CNA and AbilityOne Program business and transactions and the decisions of the Boardtransactions. The CNA shall publish submit a summary Board of its annual disclosures on its public website by Directors disclosure report to the Commission, no later than July 1 31 each year, or within thirty (30) days of any change to Board membership, a Board of Directors Disclosure Report in the historical format under the predecessor Agreement, except that the Disclosure Report shall also include the complete list of the CNA’s Board of Directors. The CNA shall also maintain records indicating recusal of Board members and the reason for the recusalboard membership. To avoid the appearance of an impropriety and improper influenceimpropriety, no board member can participate in any action impacting AbilityOne Procurement List new opportunities, allocations, and/or re-allocations of contracts that creates a personal conflict of interest without the composition express written approval of the CNA’s Board Commission upon full disclosure of Directors shall not the nature of the conflict of interest. Current CNA board 1. Not be composed of current CNA employees other than the CEO in a non-voting ex Officio capacity, employees; 2. Not have no greater than 40% composition of voting Directors from current AbilityOne Program NPAs, not ; 3. Not be composed of less than 25% people who are blind or disabled, and shall actively seek participation by people who are blind or have disabilitiesblind; 4. Additionally, the CNA shall ensure Ensure board officer positions (Chair, Vice-ChairVice-, Secretary, Treasurer, and any other positions) are not filled by AbilityOne Program NPA executives, ; 5. Ensure that no CNA executive(s) (i.e. VPs and above) employees serve as board members of AbilityOne Program program NPAs, and ; 6. Ensure that no CNA executive(s) (i.e. VPs and above) employees serve as board members of associations representing AbilityOne program NPAs; 7. The CNA shall also ensure Ensure that no executives and/or board members Presidents of associations representing AbilityOne Program qualified NPAs serve as voting board members of the CNA, other than a member of the National Council of SourceAmerica Employers (NCSE) Executive Team; 8. This requirement does not preclude the founding National Nonprofit Agencies (NNAs) from sitting on the CNA Board. The CNA shall Form and maintain an audit committee to oversee the CNA’s financial affairs, and audits are conducted by an independent auditing firm that is overseen by the audit committee; and 9. FinallyUpon written request from the Commission, provide the Commission, for Commission review only, the CNA shall provide the Commission with Meeting Minutes of any public Board meeting minutes when requested by the Commissionmeeting/session.

CNA Board Governance. The CNA shall require executive leadership and Board board members to annually disclose and certify annually, and prior to any Board decision where the members’ personal interests that may be affected by CNA and AbilityOne Program business and transactions and the decisions of the Boardtransactions. The CNA shall publish a summary of its annual disclosures on its public website by July 1 or within thirty (30) days of any change to Board membership, submit a Board of Directors Disclosure Report in to the historical format under the predecessor AgreementCommission PMO, except that the Disclosure Report shall also include the complete list of the CNA’s Board of Directorsno later than 1. The CNA shall also maintain records indicating recusal of Board members and the reason for the recusal. To avoid the appearance of an impropriety and improper influence, the composition of the CNA’s Board of Directors shall not Not be composed of current CNA employees other than the CEO in a non-voting ex Officio capacity, have ; 2. Have no greater than 40% composition of voting Directors from current AbilityOne Program NPAs, not ; 3. Not be composed of less than 25% people who are blind or disabled, and shall actively seek participation by people who are blind or have with disabilities; 4. Additionally, the CNA shall ensure Ensure board officer positions (Chair, Vice-Chair) are not filled by AbilityOne Program NPA executives, ; 5. Ensure that no CNA executive(s) (i.e. VPs and above) serve as board members of AbilityOne Program program NPAs, and ; 6. Ensure that no CNA executive(s) (i.e. VPs and above) serve as board members of associations representing AbilityOne program NPAs; 7. The CNA shall also ensure Ensure that no executives and/or board members of associations representing AbilityOne Program qualified NPAs serve as board members of the CNA, other than a member of the National Council of SourceAmerica Employers (NCSE) Executive Team. This requirement does not preclude the founding National Nonprofit Agencies (NNAs) from sitting on the CNA Board; 8. The CNA shall maintain Maintain an audit committee to oversee the CNA’s financial affairs, and audits are conducted by an independent auditing firm that is overseen by the audit committee; and 9. FinallyUpon written request from the Commission PMO, provide to the Commission PMO, for Commission staff review only, the CNA shall provide the Commission with Meeting Minutes of any public Board meeting minutes when requested by the Commissionmeeting/session.

CNA Board Governance. The CNA shall require executive leadership and Board board members to annually disclose and certify annually, and to the extent practicable prior to any Board members’ decision, all personal interests that may be affected by CNA and AbilityOne Program business and transactions and the decisions of the Boardtransactions. The CNA shall publish submit a summary Board of its annual disclosures on its public website by July 1 Directors disclosure report to the Commission, no later than August 15 each year, or within 30 days of any change to the CNA’s board membership. To avoid the appearance of an impropriety, no board member can vote and/or approve any action impacting AbilityOne Procurement List new opportunities, allocations, and/or re-allocations of contracts that creates a personal conflict of interest without the express written approval of the Commission upon full disclosure of the nature of the conflict of interest. Current CNA board members must be in compliance within thirty (30) days of any change to Board membership, a Board of Directors Disclosure Report in the historical format under the predecessor Agreement, except that the Disclosure Report shall also include the complete list of the CNA’s Board of DirectorsAgreement effective date. The CNA shall also maintain records indicating recusal of Board board members and the reason for the recusal. 1. To avoid the appearance of an impropriety and improper influence, the composition of the CNA’s Board of Directors shall not Not be composed of current CNA employees other than the CEO in a non-voting ex Officio capacity, have ; 2. Have no greater than 40% composition of voting Directors from current AbilityOne Program NPAs, not ; 3. Not be composed of less than 25% people who are blind or disabled, and shall actively seek participation by people who are blind or have with disabilities; 4. Additionally, the CNA shall ensure Ensure board officer positions (Chair, Vice-Chair)) are not filled by AbilityOne Program NPA executives, ; 5. Ensure that no CNA executive(s) (i.e. VPs and above) serve as board members of AbilityOne Program program NPAs, and ; 6. Ensure that no CNA executive(s) (i.e. VPs and above) serve as board members of associations representing AbilityOne program NPAs; 7. The CNA shall also ensure Ensure that no executives and/or board members of associations representing AbilityOne Program qualified NPAs serve as board members of the CNA, other than a member of the National Council of SourceAmerica Employers (NCSE) NCSE Executive Team. This requirement does not preclude the founding National Nonprofit Agencies (NNAs) from sitting on the CNA Board; 8. The CNA shall maintain Form an audit committee to oversee the CNA’s financial affairs, and audits are conducted by an independent auditing firm that is overseen by the audit committee; and 9. FinallyUpon written request from the Commission, provide to the Commission, for Commission review only, the CNA shall provide the Commission with Meeting Minutes of any public session of a regularly scheduled Board meeting minutes when requested by the Commissionof Directors Meeting.

CNA Board Governance. The CNA shall require executive leadership and Board members to annually disclose and certify Board members’ personal interests that may be affected by CNA and AbilityOne Program business and transactions and the decisions of the Board. The CNA shall publish a summary of its annual disclosures on its public website by July 1 or within thirty (30) days of any change to Board membership, establish a Board of Directors Disclosure Report in that meets the historical format under the predecessor Agreement, except that the Disclosure Report shall also include the complete list of the CNA’s Board of Directorsfollowing requirements: 1. The CNA shall also maintain records indicating recusal of Board members and the reason for the recusal. To avoid the appearance of an impropriety and improper influence, the composition of the CNA’s Board of Directors shall not Not be composed of current CNA employees other than the CEO in a non-voting ex Officio officio capacity, have ; 2. Have no greater than 4020% composition of voting Directors from current AbilityOne Program NPAs, not NPAs to avoid the appearance of self-dealing; 3. Not be composed of less than 25% people who are blind or disabledblind, and shall actively seek participation by people who are blind or have disabilitiesblind; 4. Additionally, the CNA shall ensure Ensure board officer positions (Chair, Vice-Chair)) are not filled by AbilityOne Program NPA executives, ; 5. Ensure that no CNA executive(s) (i.e. VPs and above) do not serve as board members of AbilityOne Program NPAs, and ; 6. Ensure that no CNA executive(s) (i.e. VPs and above) do not serve as board members of associations representing AbilityOne program Program NPAs; 7. The CNA shall also ensure Ensure that no executives and/or board members of associations representing AbilityOne Program qualified NPAs serve as board members of the CNA, other than a member of the National Council of SourceAmerica Employers (NCSE) Executive Team, 8. This requirement does not preclude the founding National Nonprofit Agencies (NNAs) from sitting on the CNA Board. The CNA shall maintain Form an audit committee to oversee the CNA’s financial affairs, and audits are conducted by an independent auditing firm that is overseen by the audit committee; and 9. FinallyUpon written request from the Commission, provide to the Commission, for review only, the Meeting Minutes of any public session of a regularly scheduled Board of Directors Meeting. To avoid the appearance of an impropriety and improper influence, the CNA shall must provide a transition plan to the Commission to restructure its board, as may be necessary, in accordance with public this agreement’s deliverables schedule. The CNA shall require executive and board members to disclose and certify annually, and to the extent practicable prior to any board decision, all personal interests may be affected by CNA and AbilityOne Program business and transactions. The CNA shall submit a Board meeting minutes when requested by of Directors Disclosure Report to the CommissionCommission annually in accordance with the deliverables schedule, beginning in 2019 or within 30 days of any change to the CNA’s board membership. To avoid the appearance of an impropriety, no board member can vote and/or approve any action impacting AbilityOne Procurement List new opportunities, allocations, and/or re-allocations of contracts that creates a personal conflict of interest without the express written approval of the Commission upon full disclosure of the nature of the conflict of interest. Current CNA board members must be in compliance within thirty (30) days of the Agreement effective date. The CNA shall maintain records indicating recusal of board members and the reason for the recusal.

CNA Board Governance. The CNA shall require executive leadership and Board board members to annually disclose and certify annually, and prior to any Board decision where the members’ personal interests that may be affected by CNA and AbilityOne Program business and transactions and the decisions of the Boardtransactions. The CNA shall publish submit a summary Board of its annual disclosures on its public website by Directors Disclosure Report to the Commission, no later than July 1 31 each year, or within thirty (30) days of any change to Board the CNA’s board membership. Along with every Disclosure Report, a the CNA will submit the full list of the Board of Directors Disclosure Report in attached template. To avoid the historical format under appearance of an impropriety, no board member can participate in any action impacting AbilityOne PL new opportunities, allocations, and/or re- allocations of contracts that creates a personal conflict of interest without the predecessor Agreement, except that the Disclosure Report shall also include the complete list express written approval of the CNA’s Board Commission upon full disclosure of Directorsthe nature of the conflict of interest. The CNA shall also maintain records indicating recusal of Board board members and the reason for the recusal. 1. To avoid the appearance of an impropriety and improper influence, the composition of the CNA’s Board of Directors shall not Not be composed of current CNA employees other than the CEO in a non-voting ex Officio capacity, employees; 2. Not have no greater than 40% composition of voting Directors from current AbilityOne Program NPAs, not ; 3. Not be composed of less than 25% people who are blind or disabled, and shall actively seek participation by people who are blind or have disabilitiesblind; 4. Additionally, the CNA shall ensure Ensure board officer positions (Chair, Vice-ChairVice-, Secretary, Treasurer, and anyother positions) are not filled by AbilityOne Program NPA executives, ; 5. Ensure that no CNA executive(s) (i.e. VPs and above) employees serve as board members of AbilityOne Program program NPAs, and ; 6. Ensure that no CNA executive(s) (i.e. VPs and above) employees serve as board members of associations representing AbilityOne program NPAs; 7. The CNA shall also ensure Ensure that no executives and/or board members Presidents of associations representing AbilityOne Program qualified NPAs serve as voting board members of the CNA, other than a member of the National Council of SourceAmerica Employers (NCSE) Executive Team; 8. This requirement does not preclude the founding National Nonprofit Agencies (NNAs) from sitting on the CNA Board. The CNA shall maintain an Maintain audit committee to oversee the CNA’s financial affairs, and audits are conducted by an independent financial auditing firm that is overseen by firm; and 9. Upon written request from the audit committee. FinallyCommission, provide the Commission, for Commission review only, the CNA shall provide the Commission with public Board meeting minutes when requested by the CommissionMeeting Minutes of any publicmeeting/session.

CNA Board Governance. The CNA shall require executive leadership and Board board members to annually disclose and certify annually, and to the extent practicable prior to any Board members’ decision, all personal interests that may be affected by CNA and AbilityOne Program business and transactions and the decisions of the Boardtransactions. The CNA shall publish submit a summary Board of its annual disclosures on its public website by July 1 Directors Disclosure Report to the Commission, no later than August 15, 2017, and annually, no later than May 15, beginning in 2018, or within 30 days of any change to the CNA’s board membership. To avoid the appearance of an impropriety, no board member can vote and/or approve any action impacting AbilityOne Procurement List new opportunities, allocations, and/or re-allocations of contracts that creates a personal conflict of interest without the express written approval of the Commission upon full disclosure of the nature of the conflict of interest. Current CNA board members must be in compliance within thirty (30) days of any change to Board membership, a Board of Directors Disclosure Report in the historical format under the predecessor Agreement, except that the Disclosure Report shall also include the complete list of the CNA’s Board of DirectorsAgreement effective date. The CNA shall also maintain records indicating recusal of Board board members and the reason for the recusal. 1. To avoid the appearance of an impropriety and improper influence, the composition of the CNA’s Board of Directors shall not Not be composed of current CNA employees other than the CEO in a non-voting ex Officio capacity, have ; 2. Have no greater than 40% composition of voting Directors from current AbilityOne Program NPAs, not ; 3. Not be composed of less than 25% people who are blind or disabled, and shall actively seek participation by people who are blind or have with disabilities; 4. Additionally, the CNA shall ensure Ensure board officer positions (Chair, Vice-Chair)) are not filled by AbilityOne Program NPA executives, ; 5. Ensure that no CNA executive(s) (i.e. VPs and above) serve as board members of AbilityOne Program program NPAs, and ; 6. Ensure that no CNA executive(s) (i.e. VPs and above) serve as board members of associations representing AbilityOne program NPAs; 7. The CNA shall also ensure Ensure that no executives and/or board members of associations representing AbilityOne Program qualified NPAs serve as board members of the CNA, other than a member of the National Council of SourceAmerica Employers (NCSE) NCSE Executive Team. This requirement does not preclude the founding National Nonprofit Agencies (NNAs) from sitting on the CNA Board; 8. The CNA shall maintain Form an audit committee to oversee the CNA’s financial affairs, and audits are conducted by an independent auditing firm that is overseen by the audit committee; and 9. FinallyUpon written request from the Commission, provide to the Commission, for Commission review only, the CNA shall provide the Commission with Meeting Minutes of any public session of a regularly scheduled Board meeting minutes when requested by the Commissionof Directors Meeting.

CNA Board Governance. The CNA shall require executive leadership and Board board members to annually disclose and certify annually, and prior to any Board decision where the members’ personal interests that may be affected by CNA and AbilityOne Program business and transactions and the decisions of the Boardtransactions. The CNA shall publish submit a summary Board of its annual disclosures on its public website by Directors Disclosure Report to the Commission PMO, no later than July 1 31 each year, or within thirty (30) days of any change to Board the CNA’s board membership. Along with every Disclosure Report, a the CNA will submit the full list of the Board of Directors Disclosure Report in attached template. To avoid the historical format under appearance of an impropriety, no board member can participate in any action impacting AbilityOne PL new opportunities, allocations, and/or re- allocations of contracts that creates a personal conflict of interest without the predecessor Agreement, except that the Disclosure Report shall also include the complete list express written approval of the CNA’s Board Commission upon full disclosure of Directorsthe nature of the conflict of interest. The CNA shall also maintain records indicating recusal of Board board members and the reason for the recusal. 1. To avoid the appearance of an impropriety and improper influence, the composition of the CNA’s Board of Directors shall not Not be composed of current CNA employees other than the CEO in a non-voting ex Officio capacity, employees; 2. Not have no greater than 40% composition of voting Directors from current AbilityOne Program NPAs, not ; 3. Not be composed of less than 25% people who are blind or disabled, and shall actively seek participation by people who are blind or have disabilitiesblind; 4. Additionally, the CNA shall ensure Ensure board officer positions (Chair, Vice-ChairVice-, Secretary, Treasurer, and any other positions) are not filled by AbilityOne Program NPA executives, ; 5. Ensure that no CNA executive(s) (i.e. VPs and above) employees serve as board members of AbilityOne Program program NPAs, and ; 6. Ensure that no CNA executive(s) (i.e. VPs and above) employees serve as board members of associations representing AbilityOne program NPAs; 7. The CNA shall also ensure Ensure that no executives and/or board members Presidents of associations representing AbilityOne Program qualified NPAs serve as voting board members of the CNA, other than a member of the National Council of SourceAmerica Employers (NCSE) Executive Team; 8. This requirement does not preclude the founding National Nonprofit Agencies (NNAs) from sitting on the CNA Board. The CNA shall maintain an Maintain audit committee to oversee the CNA’s financial affairs, and audits are conducted by an independent financial auditing firm that is overseen by firm; and 9. Upon written request from the audit committee. FinallyCommission PMO, the CNA shall provide the Commission with PMO, for Commission staff review only, the Meeting Minutes of any public Board meeting minutes when requested by the Commissionmeeting/session.

CNA Board Governance. The CNA shall require executive leadership and Board board members to annually disclose and certify annually, and to the extent practicable prior to any Board members’ decision, all personal interests that may be affected by CNA and AbilityOne Program business and transactions and the decisions of the Boardtransactions. The CNA shall publish submit a summary Board of its annual disclosures on its public website by July 1 Directors Disclosure Report to the Commission, no later than August 15, 2017, and annually, no later than May 15, beginning in 2018, or within 30 days of any change to the CNA’s board membership. To avoid the appearance of an impropriety, no board member can vote and/or approve any action impacting AbilityOne PL new opportunities, allocations, and/or re-allocations of contracts that creates a personal conflict of interest without the express written approval of the Commission upon full disclosure of the nature of the conflict of interest. Current CNA board members must be in compliance within thirty (30) days of any change to Board membership, a Board of Directors Disclosure Report in the historical format under the predecessor Agreement, except that the Disclosure Report shall also include the complete list of the CNA’s Board of DirectorsAgreement effective date. The CNA shall also maintain records indicating recusal of Board board members and the reason for the recusal. 1. To avoid the appearance of an impropriety and improper influence, the composition of the CNA’s Board of Directors shall not Not be composed of current CNA employees other than the CEO in a non-voting ex Officio capacity, have ; 2. Have no greater than 4039% composition of voting Directors from current AbilityOne Program NPAs, not ; 3. Not be composed of less than 2520% people who are blind or disabled, and shall actively seek participation by people who are blind or have with disabilities; 4. Additionally, the CNA shall ensure Ensure board officer positions (Chair, Vice-Chair)) are not filled by AbilityOne Program NPA executives, ; 5. Ensure that no CNA executive(s) (i.e. VPs and above) serve as board members of AbilityOne Program program NPAs, and ; 6. Ensure that no CNA executive(s) (i.e. VPs and above) serve as board members of associations representing AbilityOne program NPAs; 7. The CNA shall also ensure Ensure that no executives and/or board members of associations representing AbilityOne Program qualified NPAs serve as board members of the CNA, other than a member of the National Council of SourceAmerica Employers (NCSE) Executive Team. This requirement does not preclude the founding National Nonprofit Agencies (NNAs) from sitting on the CNA Board; 8. The CNA shall maintain Form an audit committee to oversee the CNA’s financial affairs, and audits are conducted by an independent auditing firm that is overseen by the audit committee; and 9. FinallyUpon written request from the Commission, provide to the Commission, for Commission review only, the CNA shall provide the Commission with Meeting Minutes of any public session of a regularly scheduled Board meeting minutes when requested by the Commissionof Directors Meeting.

CNA Board Governance. The CNA shall require executive leadership and Board members to annually disclose and certify Board members’ personal interests that may be affected by CNA and AbilityOne Program business and transactions and the decisions of the Board. The CNA shall publish a summary of its annual disclosures on its public website by July 1 or within thirty (30) days of any change to Board membership, establish a Board of Directors Disclosure Report in that meets the historical format under the predecessor Agreement, except that the Disclosure Report shall also include the complete list of the CNA’s Board of Directorsfollowing requirements: 1. The CNA shall also maintain records indicating recusal of Board members and the reason for the recusal. To avoid the appearance of an impropriety and improper influence, the composition of the CNA’s Board of Directors shall not Not be composed of current CNA employees other than the CEO in a non-voting ex Officio officio capacity, have ; 2. Have no greater than 4020% composition of voting Directors from current AbilityOne Program NPAs, not NPAs to avoid the appearance of self-dealing; 3. Not be composed of less than 25% people who are blind or disabledblind, and shall actively seek participation by people who are blind or have disabilitiesblind; 4. Additionally, the CNA shall ensure Ensure board officer positions (Chair, Vice-Chair)) are not filled by AbilityOne Program NPA executives, ; 5. Ensure that no CNA executive(s) (i.e. VPs and above) do not serve as board members of AbilityOne Program NPAs, and ; 6. Ensure that no CNA executive(s) (i.e. VPs and above) do not serve as board members of associations representing AbilityOne program Program NPAs; 7. The CNA shall also ensure Ensure that no executives and/or board members of associations representing AbilityOne Program qualified NPAs serve as board members of the CNA, other than a member of the National Council of SourceAmerica Employers (NCSE) Executive Team, 8. This requirement does not preclude the founding National Nonprofit Agencies (NNAs) from sitting on the CNA Board. The CNA shall maintain Form an audit committee to oversee the CNA’s financial affairs, and audits are conducted by an independent auditing firm that is overseen by the audit committee; and 9. FinallyUpon written request from the Commission, provide to the Commission, for review only, the Meeting Minutes of any public session of a regularly scheduled Board of Directors Meeting. To avoid the appearance of an impropriety and improper influence, the CNA shall must provide a transition plan to the Commission to restructure its board, as may be necessary, in accordance with public this agreement no later than July 31, 2018. The CNA shall require executive and board members to disclose and certify annually, and to the extent practicable prior to any board decision, all personal interests may be affected by CNA and AbilityOne Program business and transactions. The CNA shall submit a Board meeting minutes when requested by of Directors Disclosure Report to the Commission, no later than July 31, annually, beginning in 2019 or within 30 days of any change to the CNA’s board membership. To avoid the appearance of an impropriety, no board member can vote and/or approve any action impacting AbilityOne Procurement List new opportunities, allocations, and/or re-allocations of contracts that creates a personal conflict of interest without the express written approval of the Commission upon full disclosure of the nature of the conflict of interest. Current CNA board members must be in compliance within thirty (30) days of the Agreement effective date. The CNA shall maintain records indicating recusal of board members and the reason for the recusal.

CNA Board Governance. The CNA shall require executive leadership and Board members to annually disclose and certify Board members’ personal interests that may be affected by CNA and AbilityOne Program business and transactions and the decisions of the Board. The CNA shall publish a summary of its annual disclosures on its public website by July 1 or within thirty (30) days of any change to Board membership, a Board of Directors Disclosure Report in the historical format under the predecessor Agreement, except that the Disclosure Report shall also include the complete list of the CNA’s Board of Directors. The CNA shall also maintain records indicating recusal of Board members and the reason for the recusal. To avoid the appearance of an impropriety and improper influence, the composition of the CNA’s Board of Directors shall not be composed of current CNA employees other than the CEO in a non-voting ex Officio capacity, have no greater than 40% composition of voting Directors from current AbilityOne Program NPAs, not be composed of less than 25% people who are blind or disabled, and shall actively seek participation by people who are blind or have disabilities. Additionally, the CNA shall ensure board officer positions (Chair, Vice-Chair) are not filled by AbilityOne Program NPA executives, that no CNA executive(s) (i.e. VPs and above) serve as board members of AbilityOne Program NPAs, and that no CNA executive(s) (i.e. VPs and above) serve as board members of associations representing AbilityOne program NPAs. The CNA shall also ensure that no executives and/or board members presidents of associations representing AbilityOne Program qualified NPAs serve as voting board members of the CNA, other than a member of the National Council of SourceAmerica Employers (NCSE) Executive Team. This requirement does not preclude the founding National Nonprofit Agencies (NNAs) from sitting on the CNA Board. The CNA shall maintain an audit committee to oversee the CNA’s financial affairs, and including audits are conducted by an independent auditing firm that is overseen by the audit committeefirm. Finally, the CNA shall provide the Commission with public applicable Board meeting minutes from an open meeting of the Board when requested by the Commission; however, the Commission is not entitled to any minutes from any portion of a meeting conducted in executive session or protected by the attorney-client privilege.

CNA Board Governance. The CNA shall require executive leadership and Board board members to annually disclose and certify annually, and prior to any Board decision where the members’ personal interests that may be affected by CNA and AbilityOne Program business and transactions and the decisions of the Boardtransactions. The CNA shall publish submit a summary Board of its annual disclosures on its public website by Directors Disclosure Report to the Commission, no later than July 1 31 each year, or within thirty (30) days of any change to Board the CNA’s board membership. Along with every Disclosure Report, a the CNA will submit the full list of the Board of Directors Disclosure Report in attached template. To avoid the historical format under appearance of an impropriety, no board member can participate in any action impacting AbilityOne PL new opportunities, allocations, and/or re- allocations of contracts that creates a personal conflict of interest without the predecessor Agreement, except that the Disclosure Report shall also include the complete list express written approval of the CNA’s Board Commission upon full disclosure of Directorsthe nature of the conflict of interest. The CNA shall also maintain records indicating recusal of Board board members and the reason for the recusal. 1. To avoid the appearance of an impropriety and improper influence, the composition of the CNA’s Board of Directors shall not Not be composed of current CNA employees other than the CEO in a non-voting ex Officio capacity, employees; 2. Not have no greater than 40% composition of voting Directors from current AbilityOne Program NPAs, not ; 3. Not be composed of less than 25% people who are blind or disabled, and shall actively seek participation by people who are blind or have disabilitiesblind; 4. Additionally, the CNA shall ensure Ensure board officer positions (Chair, Vice-ChairVice-, Secretary, Treasurer, and any other positions) are not filled by AbilityOne Program NPA executives, ; 5. Ensure that no CNA executive(s) (i.e. VPs and above) employees serve as board members of AbilityOne Program program NPAs, and ; 6. Ensure that no CNA executive(s) (i.e. VPs and above) employees serve as board members of associations representing AbilityOne program NPAs; 7. The CNA shall also ensure Ensure that no executives and/or board members Presidents of associations representing AbilityOne Program qualified NPAs serve as voting board members of the CNA, other than a member of the National Council of SourceAmerica Employers (NCSE) Executive Team; 8. This requirement does not preclude the founding National Nonprofit Agencies (NNAs) from sitting on the CNA Board. The CNA shall maintain an Maintain audit committee to oversee the CNA’s financial affairs, and audits are conducted by an independent financial auditing firm that is overseen by firm; and 9. Upon written request from the audit committee. FinallyCommission, provide the Commission, for Commission review only, the CNA shall provide the Commission with Meeting Minutes of any public Board meeting minutes when requested by the Commissionmeeting/session.

CNA Board Governance. The CNA shall require executive leadership and Board board members to annually disclose and certify annually, and prior to any Board decision where the members’ personal interests that may be affected by CNA and AbilityOne Program business and transactions and the decisions of the Boardtransactions. The CNA shall publish submit a summary Board of its annual disclosures on its public website by Directors Disclosure Report to the Commission PMO, no later than July 1 31 each year, or within thirty (30) days of any change to Board the CNA’s board membership. Along with every Disclosure Report, a the CNA will submit the full list of the Board of Directors Disclosure Report in attached template. To avoid the historical format under appearance of an impropriety, no board member can participate in any action impacting AbilityOne PL new opportunities, allocations, and/or re- allocations of contracts that creates a personal conflict of interest without the predecessor Agreement, except that the Disclosure Report shall also include the complete list express written approval of the CNA’s Board Commission upon full disclosure of Directorsthe nature of the conflict of interest. The CNA shall also maintain records indicating recusal of Board board members and the reason for the recusal. 1. To avoid the appearance of an impropriety and improper influence, the composition of the CNA’s Board of Directors shall not Not be composed of current CNA employees other than the CEO in a non-voting ex Officio capacity, employees; 2. Not have no greater than 40% composition of voting Directors from current AbilityOne Program NPAs, not ; 3. Not be composed of less than 25% people who are blind or disabled, and shall actively seek participation by people who are blind or have disabilitiesblind; 4. Additionally, the CNA shall ensure Ensure board officer positions (Chair, Vice-ChairVice-, Secretary, Treasurer, and anyother positions) are not filled by AbilityOne Program NPA executives, ; 5. Ensure that no CNA executive(s) (i.e. VPs and above) employees serve as board members of AbilityOne Program program NPAs, and ; 6. Ensure that no CNA executive(s) (i.e. VPs and above) employees serve as board members of associations representing AbilityOne program NPAs; 7. The CNA shall also ensure Ensure that no executives and/or board members Presidents of associations representing AbilityOne Program qualified NPAs serve as voting board members of the CNA, other than a member of the National Council of SourceAmerica Employers (NCSE) Executive Team; 8. This requirement does not preclude the founding National Nonprofit Agencies (NNAs) from sitting on the CNA Board. The CNA shall maintain an Maintain audit committee to oversee the CNA’s financial affairs, and audits are andaudits conducted by an independent financial auditing firm that is overseen by firm; and 9. Upon written request from the audit committee. FinallyCommission PMO, the CNA shall provide the Commission with PMO, for Commission staff review only, the Meeting Minutes of any public Board meeting minutes when requested by the Commissionmeeting/session.

CNA Board Governance. The CNA shall require executive leadership and Board members to annually disclose and certify Board members’ personal interests that may be affected by CNA and AbilityOne Program business and transactions and the decisions of the Board. The CNA shall publish a summary of its annual disclosures on its public website by July 1 or within thirty (30) days of any change to Board membership, establish a Board of Directors Disclosure Report in that meets the historical format under the predecessor Agreement, except that the Disclosure Report shall also include the complete list of the CNA’s Board of Directorsfollowing requirements: 1. The CNA shall also maintain records indicating recusal of Board members and the reason for the recusal. To avoid the appearance of an impropriety and improper influence, the composition of the CNA’s Board of Directors shall not Not be composed of current CNA employees other than the CEO in a non-voting ex Officio officio capacity, have ; 2. Have no greater than 4020% composition of voting Directors from current AbilityOne Program NPAs, not NPAs to avoid the appearance ofself-dealing; 3. Not be composed of less than 25% people who are blind or disabledblind, and shall actively seek participation by people who are blind or have disabilitiesblind; 4. Additionally, the CNA shall ensure Ensure board officer positions (Chair, Vice-Chair)) are not filled by AbilityOne Program NPA executives, ; 5. Ensure that no CNA executive(s) (i.e. VPs and above) do not serve as board members of AbilityOne Program NPAs, and ; 6. Ensure that no CNA executive(s) (i.e. VPs and above) do not serve as board members of associations representing AbilityOne program Program NPAs; 7. The CNA shall also ensure Ensure that no executives and/or board members of associations representing AbilityOne Program qualified NPAs serve as board members of the CNA, other than a member of the National Council of SourceAmerica Employers (NCSE) Executive Team, 8. This requirement does not preclude the founding National Nonprofit Agencies (NNAs) from sitting on the CNA Board. The CNA shall maintain Form an audit committee to oversee the CNA’s financial affairs, and audits are conducted by an independent auditing firm that is overseen by the audit committee; and 9. FinallyUpon written request from the Commission, provide to the Commission, for review only, the Meeting Minutes of any public session of a regularly scheduled Board of Directors Meeting. To avoid the appearance of an impropriety and improper influence, the CNA shall must provide a transition plan to the Commission to restructure its board, as may be necessary, in accordance with public this agreement no later than July 31, 2018. The CNA shall require executive and board members to disclose and certify annually, and to the extent practicable prior to any board decision, all personal interests may be affected by CNA and AbilityOne Program business and transactions. The CNA shall submit a Board meeting minutes when requested by of Directors Disclosure Report to the Commission, no later than July 31, annually, beginning in 2019 or within 30 days of any change to the CNA’s board membership. To avoid the appearance of an impropriety, no board member can vote and/or approve any action impacting AbilityOne Procurement List new opportunities, allocations, and/or re-allocations of contracts that creates a personal conflict of interest without the express written approval of the Commission upon full disclosure of the nature of the conflict of interest. Current CNA board members must be in compliance within thirty (30) days of the Agreement effective date. The CNA shall maintain records indicating recusal of board members and the reason for the recusal.