WHISTLEBLOWER POLICY

Adopted by the Board of Directors of Buffalo Marathon


Section 1. Policy. Buffalo Marathon (the “Corporation”) is committed to lawful and ethical behavior in all of its activities and requires all persons associated with the Corporation including but not limited to its officers, directors, employees and volunteers, to act in accordance with all applicable laws, regulations and policies and to observe high standards of business and personal ethics, honesty and integrity in the conduct of their duties and responsibilities (“Code of Conduct”). It is the policy of the Corporation to prevent or detect and correct any improper activities.

Section 2. Procedure for Reporting. Directors, Officers, employees and volunteers of the Corporation may report alleged violations and potential violations to the Chair of the Board or the Secretary of the Board (the “Designated Officials”). Any Designated Official receiving such a report shall promptly provide written notice of same to the Audit Committee or other committee of independent directors, or if there are no such committees, to the Board; or, if there are allegations against one or more Board members, to at least one other officer and one director.

Section 3. Handling of Reported Violations. The independent directors of the Board shall investigate all reports filed in accordance with this Policy with due care and promptness. Reported matters will be investigated to determine if the allegations are true, whether the issue is material, and what actions, if any, are necessary to correct the problem. Investigators will issue a full report of all matters raised under this policy to the Board. The Board may conduct a further investigation upon receiving such a report.

Section 4. Good Faith. Anyone reporting a concern or complaint concerning a violation or suspected violation of the Code of Conduct must act in good faith and have reasonable grounds for believing the matter raised is a material violation of law or policy or a material accounting or auditing matter. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.

Section 5. Confidentiality. Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. The Corporation shall preserve the confidentiality of the reported information except as otherwise required by law or as necessary to carry out an investigation or remedial action.

Section 6. No Retaliation. No Director, Officer, employee or volunteer of the Corporation who in good faith reports any action or suspected action taken by or within the Corporation that is illegal, fraudulent or in violation of the Code of Conduct shall suffer intimidation, harassment, discrimination or other retaliation or, in the case of employees, adverse employment consequence. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment. This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns within the Corporation prior to seeking resolution outside the Corporation.

Section 7. Handling of Reported Violations. The notified Designated Official will notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days.

Section 8. Distribution of the Whistleblower Policy. A copy of this Policy shall be distributed to all directors, officers, employees and to volunteers of the Corporation who provide substantial services to the Corporation. The Corporation may effect such dissemination of this Policy by posting it on the Corporation’s website or at the Corporation’s offices at a conspicuous location accessible by employees and volunteers.


Adopted: January 24, 2017