WARRIORS AND QUIET WATERS FOUNDATION,INC.Executive CommitteeCommittee Charter

The Board of Directors establishes a standing Executive Committee ["ExCom"J, pursuant tothe Bylaws, consisting of the Board Chair, Board Vice Chair, Board Treasurer, and BoardSecretary. The Executive Director also serves in an ex-officio, nonvoting capacity. OtherDirectors may be added as necessary, but the ExCom is intended to be a significantlysmaller subset of the Board to carry out specific powers delegated by the Board.

The primary purpose of the ExCom is act for the Board between regular meetings, whenotherwise so authorized, and in situations where an assembly of a quorum of the Boardwould be impracticable or impossible. The ExCom also serves as an advisor to theExecutive Director, providing consultation, support and guidance on both a formal andinformal basis, or as requested from time to time.

Often, the ExCom meets in advance of Board meetings, along with the Executive Director, toestablish the agenda to ensure all necessary matters are included. All decisions by theExCom shall be promptly reported to the Board and shall be presented to the Board foracceptance at the Board meeting immediately following said decision.

By adoption of this Committee Charter, the Board of Directors authorizes the ExCom to actas described above, and to fulfill the following responsibilities:

Responsibilities:

Along with other functions as requested by the full Board, the ExCom shall:

7, Lead the strategic planning process for the Board, along with short-, mid-, and

':"t;:;:{;{i::i:#';y;read the Board in periodicauy updating the primary areasof focus for the Board. Help shape the Board's agenda for the next year or two,based on the strategic plan.

. Define measures of success for the Board and assess progress toward goals.2. Lead succession planning for the Board and play a key role in succession

:"T;:f,{:i{J.v;"I;f#::;:"{:i:,?;f"T:;:";tr;:"fl i:#:commi"eesuccession plan to effectively handle both regular and emergency transitions.Along with WQW's leadership staff, regularly review and update WQW's regularand emergency succession plan. Implement the plan if necessary.Identif,i and recruit candidates for election, or eventual election, as BoardDirectors or Officers. Work with Directors to develop necessary skills sets toserve as Officers.

3, Assist Board leadership and lead staflwith progress toward goals throughBoard and assigned committeework

\_, . Provide input and insight into meeting agendas, including committee reportsand progress toward goals.

. Effectively lead committees and projects as assigned, regularly reporting toBoard leadership on progress and relevant activities.

4. Set the tone for the professional behavior and work of the Board,. Regularly review and update the Board's description of its roles and areas of

responsibility and what is expected of individual Directors. Suggest necessarytraining to the appropriate committee.

. Know and understand the order of meetings and proceedings (i.e. Roberts Rulesof Order, etc.). Use those rules to conduct assigned committee meetings andassist Board chair in managing meetings.

5, Regularly evaluate the Executive Director and set compensation for Boardapproval (in lieu of other compensation committee).. Serve as an advisor to the Executive Director, providing feedback, consultation,

and guidance as necessary.. Conduct a regular fat least annual), formal review of the Executive Director's

performance. Outcomes of the review shall be presented to the Board.. Undertake a formal process to set and regularly review [at least annual) the

executive compensation to ensure reasonableness. Document the processaccording to required standards. Present compensation recommendations to theBoard for approval.

While the ExCom's authority is wide reaching, the ExCom shall not have the power to:

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Amend the Bylaws;Appoint or remove Directors, or the Executive Director;Approve a dissolution or merger or the sale of substantially all of theCorporation's assets;Adopt the budget; orTake any action that is contrary to, or a substantial departure from, the directionof the Board, or which represents major change in the affairs, business, or policyof WQW.

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Approved by Board of Directors on \ I f t g

Board Secretary

WARRIORS & QUIET WATERS FOUNDATION, TNC.

Governance & Audit CommitteeCommittee Charter

The Board of Directors establishes a standing Governance & Audit Committee, pursuant tothe Bylaws, consisting of no fewer than three (3) independent Board members (none ofwhom shall be members of the Finance Committee).

This committee serves as an independent overseer of WQW's operational health andcompliance. It is responsible for the ongoing review and recommendations to enhance thequality of the Board of directors. The work of the Committee revolves around four majorareas described below, The Committee shall have access to financial expertise, whether inthe form of a single individual serving on the Committee, or collectively among theCommittee members. Additionally, members of the Governance &Audit Committee shallnot also serve on the Finance & Budget Committee.

The Committee shall meet as necessary and appropriate, and no fewer than two (2) timesper year, upon the call of the Committee Chair. The Board Vice Chair serves as Chair of thisCommittee.

By adoption of this Committee Charter, the Board of Directors authorizes the Governance &Audit Committee to act as described above, and to fulfill the following responsibilities:

Responsibilities:

Along with other functions as requested by the full Board, the Governance & AuditCommittee shall:

Regularly review g overning documents and policies/procedures,

' Every three (3) years, conduct a comprehensive review of WQW's Articles ofIncorporation for other incorporating document), bylaws, and charter(s).

. Ensure corporate policies and procedures are accurately documented andregularly maintained so they are reflective of actual, current operations.

' Review and recommend to the Board for approval or disapproval new or editedpolicies or procedures.

' Ensure Directors complete annual disclosures (conflict of interes! etc.).Provide oversight of WQW's audit process.

' Hire, fire, and review the auditor/audit firm. At least every five [5) years, replacethe audit firm or, at a minimum, replace/rotate the lead and reviewing partner.

' Review the audit before it is presented to the Board as a whole and receive theauditor's opinion relating to staff participation.

Regularly assess perforrnance of Directors and Board effectiveness.

' Initiate and manage periodic assessment of individual Director performance(self-assessments) and the Board's performance. Receive and proposesuggestions from Directors for individual/Board improvement and effectiveness.

' Provide ongoing counsel to the Board Chair and other Board leaders on stepsthey might take to enhance Board effectiveness.

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. Regularly review the Board's practices regarding member participation, conflictof interest and confidentiality. Suggest needed improvements.

Ensure compliance with federal, state, and other g overnance regulationsrelating to WQW's operational/organizational functions.. Review WQW's IRS Form 990 prior to filing to affirm accuracy of information,

particularly those areas relating to governance, oversight and Board functions.. Ensure necessary annual filings are completed to allow organization to lawfully

function (i.e. Secretary of State, solicitation registration, etc.).Oversee Board development and enrichmenL. Develop and provide a comprehensive and regular Board orientation program

that is relevant to Board service and reflects WQW's curuent status and goals.. Design, implement an ongoing program of Board education and team building.Oversee process for nominations, elections, and member continuation,. Regularly review Board composition including knowledge, skills, influencg and

access to resources of current Board members. Assess current/anticipatedneeds relating to Board composition to accomplish future work of the Board.

. Identifii prospective nominees and receive nominations from others. Assess theinterest ability, and availability to serve of each prospective nominee.

. Develop and maintain a "preferred Board profile" and/or the Board's evolutionplan that best supports the goals of the Board and WQW.

. In cooperation with the Board Chair, contact each Director eligible for re-election and assess his/her interest in continuing to serve.

Approved by Bo .- d irectors on

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Board Secretarir

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WARRIORS AND QUIET WATERS FOUNDATION,INC.Finance & Budget Committee

Committee Charter

The Board of Directors establishes a standing Finance & Budget Committee, pursuant to theBylaws, consisting of the Board Treasurer and at least two (2) other Directors, along withother properly appointed Directors and non-Directors with experience in accounting,finance, or business. Committee members must be financially literate or have experienceand/or knowledge (personal or professional) of financial matteis. The Board Treasurerserves as Chair of this committee. Members of the Finance & Budget Committee shall notalso serve on the Governance & Audit Committee.

The Finance & Budget Committee's primary responsibility is to provide financial oversightof WQW to ensure good fiscal health. Because of the nature of this committee's work, itshall meet no fewer than six (6) times per year, shall maintain minutes of the meetings, andshall submit those minutes to the Board for approval.

By adoption of this Committee Charter, the Board of Directors authorizes the Finance &Budget Committee to act as described above, and to fulfill the following responsibilities:

Responsibilities:

Along with other functions as requested by the full Board, the Finance & Budget Committeeshall:

Ensure financial records are maintained and are accurate and complete.. Monitorincome/expensesagainstprojections.. Review/recommend financial policies to the Board.. Ensure adherence to standard accounting practices, adequate internal controls.Ensure ftnancial statements are prepared and presented to the Board and areaccurate, timely, and meaningful.. Review and present quarterly or monthly financial statements to the Board.Ov er s e e b u dg et p r ep ar ati on an d fi nan cial p lanning,. Understand and ensure implementation of a comprehensive budgeting process.. Present for Board approval a budget reflective of WQW's goals, needs, and

expenses/revenue, as well as any Board policies.Serve as first-line safeguard of WQW's assets.. Review budget decisions and new funding for ongoing financial implications;

make approval/disapproval recommendations to the Board.. Ensure WQW has proper risk-management provisions in place.Assist the Board in its understanding of WQW's financial affairs.. Ensure the Board is well informed about WQW's finances.. Educate the Board on financial matters, budget process, etc.Ensure complionce with federal, state, and all requirements relating to finances.. Ensure WQW maintains necessary levels of insurance coverage.. Ensure that the IRS Form 990, other forms, and employment and other taxes

required by government are filed completely, correctly, and on time.

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Approved by Board or Directors on \ / f / tS