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Corporate Governance

ECMC Corporation Code of Ethics

ARTICLE XII: CODE OF ETHICS AND CONFLICTS OF INTEREST

Section 1. Compliance. The members of the Board agree to comply with all applicable local and state regulations and laws regarding conflicts of interest.

Section 2. Conflict of Interest Policy. The Board shall develop and implement a written policy with respect to conflicts of interest by members of the Board. The policy should prohibit members of the Board from maintaining substantial personal or business interests that conflict with those of ECMCC, and shall require members of the Board to execute a conflicts of interest statement.

Section 3. Disclosure of Personal Interest and Abstention. It is the responsibility of every Board member to disclose to the Chairperson of the Board any personal or business interest in any matter that comes before the Board for consideration. Each member of the Board shall abstain from voting on any matter in which he or she has a personal or business interest.

Section 4. Self-Dealing. The Corporation shall not engage in any transaction with a person, firm, or other business entity in which one or more of the Board members has a financial interest in such person, firm or other business entity, unless such interest is disclosed in good faith to the Board, and the Board authorizes such transaction by a vote sufficient for such purpose, without counting the vote of the interested Board member.

Section 5. Influence of Decision Makers. No member of the Board shall use his or her position to influence the judgment or any decision of any Corporation employee concerning the procurement of goods or services on behalf of the Corporation.

Section 6. No Forfeit of Office or Employment. Except as provided by law, no officer, member, or employee of the state or of any public corporation shall forfeit his or her office or employment by reason of his or her acceptance of appointment as a director, nonvoting representative, officer, or employee of the Corporation, nor shall such service as such a director, nonvoting representative, officer or employee be deemed incompatible or in conflict with such office or employment; and provided further, however, that no public officer elected to his or her office pursuant to the laws of the state or any municipality thereof may serve as a member of the governing body of the Corporation during his or her term of office.

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