GiveWise Canada is a public foundation registered with the Canada Revenue Agency authorized to receive charitable donations, issue official donation receipts and distribute funds to registered charities in Canada and qualified donees through our donor-advised model. Charity Registration No: 701032526 RR0001

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Internal Controls & Financial Accountability Policy Version: 12 June 2023

GIVEWISE FOUNDATION CANADA

(“GW” OR “GIVEWISE”)

INTERNAL CONTROLS & FINANCIAL ACCOUNTABILITY

POLICY OVERVIEW:

The GiveWise Foundation Canada Board of Directors and staff acknowledge, understand, and will seek to carry out their fiduciary responsibilities to the organization and the safeguarding of charitable funds donated to the organization. The board and officers acknowledge the responsibility for managing and preserving the charitable assets which must be used to benefit the public good.

The following guidelines and controls set forth the protection and oversight of charitable assets, that all assets are managed properly, and all investments are directed prudently and that the charitable purposes of the organization are carried out. A failure to meet these obligations is considered a breach of fiduciary duty resulting in liability for the board of directors and officers. The effective internal controls outlined in this document will help protect an organization’s assets and assist in their proper management.

The platform currently used as the donor-advised fund sub-ledger system (referred to as the “SLS”) is Flight DAF Management and the accounting management software (referred to as the “AMS”) is Sage 50 Pro Accounting.

1. PURPOSE AND SCOPE OF INTERNAL CONTROLS: A primary responsibility of directors and officers is to ensure that the organization is accountable for its programs and finances to its contributors, members, the public and government regulators. Accountability requires that the organization comply with all applicable laws and ethical standards; adhere to the mission of GW; create and adhere to conflict of interest, ethics, personnel and accounting policies; prepare and file its annual financial report with the Canada Revenue Agency and make the report available to all members of the board and any member of the public who requests it. The development and maintenance of the organization’s internal controls will help to ensure accountability.

   The internal controls are systems of policies and procedures that protect the assets of an organization, create reliable financial reporting, promote compliance with laws and regulations and achieve effective and efficient operations. These systems are not only related to accounting and reporting but also relate to the organization’s communication processes, internally and externally, and include procedures for

   1. Handling funds received and expended by GW

   2. Preparing appropriate and timely financial reporting to board members and officers

   3. Conducting the annual audit of the organization’s financial statements

   4. Evaluating staff and programs

   5. Maintaining inventory records of real and personal property and their whereabouts

   6. Implementing personnel and conflicts of interest policies.

The scope of this document does not include full procedures, which can be referenced in function-specific procedure documents. Copies of these documents can be attained by emailing support@givewse.ca

1. INTERNAL FINANCIAL CONTROL POLICIES AND PROCEDURES

   1. Procedures for Monitoring Assets

      The GiveWise Executive Director (“ED”) is responsible to prepare an annual budget with a strategic plan. These are reviewed and approved by the Board of Directors of GW. The ED will provide quarterly reports to the board, comparing actual receipts and expenditures to the budget with timely variance explanations.

      The Board of Directors of GW bears responsibility for hiring and reviewing the performance of the GiveWise ED ensuring that the Director adheres to the policies contained within this document. The board of GW provides oversight, meeting quarterly with the Executive Director and Director of Finance and Investments, reviewing financial statements. The Board acknowledges and complies with its obligation to donors, employees and the public to provide transparency of the organizations financial health and operations by providing a copy of the organization’s annual financial report.

      The Finance Committee of the Board is responsible to review all invested assets and the returns on a quarterly basis. Should an investment holding underperform, the Committee bears the responsibility to seek changes in the investments. The Investment Policy Statement must at all times must adhere to the Prudent Investor Rule. The Board of GW annually reviews its approved Investment Policy Statement.

   2. Policies For Internal Accounting & Bookkeeping Controls

2. Contributions Receiving and Processing - GiveWise accepts contributions via cheque, credit card, Electronic Funds Transfer (EFT), wire transfer, security transfer, and Third Party transfers from other foundations. All contributions are verified by an Administrator for source of funds, accuracy, and compliance and then manually posted to the SLS and AMS, with the following controls based on each method of payment. SLS contribution records are reconciled on a monthly basis against the bank statements and AMS ledger reports by the Director of Finance.

   1. Cheques – Cheques are deposited within 24 hours of physical receipt. Prior to deposit, GiveWise will verify that the source of funds matches the donor and that the Giving Fund number is noted.

   2. Credit Card - All contributions via credit card are fully automated by the SLS and are verified by a GiveWise administrator. If required, upon verification, the administrator will manually correct any processing fees that were posted incorrectly due to difference from standard rates.

   3. Electronic Funds Transfer –

      1. Interac eTransfer – Interac eTransfers are automatically deposited to the GiveWise Donations account and are accompanied by an email notification that includes details of the source of funds and the Giving Fund number. These details are confirmed before the contribution is posted to the SLS and AMS.

      2. Third Party EFT Transactor (VoPay) – VoPay contributions are automatically created in the SLS in Pending state. Once transactions have been cleared in VoPay and verified, an administrator will change the status in the SLS to Cleared and will post into the AWS.

   4. Security Transfer - All Security contributions are posted once the transfer has been completed in full and the security has been liquidated to cash (if appropriate.)

3. Grant Payments - GiveWise grants and gifts are processed and sent weekly using a payment summary report that is exported from the SLS and uploaded into the payment processing software. Payment totals are tracked in the AMS and reconciled monthly to the SLS and bank statements. The Payment summary file is reviewed and approved by a member of the Senior Management Team within GiveWise.

   Grant recipients’ direct deposit information is captured into the third party payment processing platform by a designated individual from the charity. No banking information is shared with GiveWise.

4. Operating Expenses

   1. Please reference Addendum A of this document for a detailed guide to delegation of authority, particularly with regard to all expenditure and capital transaction approvals.

   2. General operating expenses will be paid via EFT, credit card, third party payments processor, or cheque. All operating invoices will be reviewed and approved by the ED and will be stored in secure Cloud based storage.

   3. Invoices

      1. Invoices will be saved in a secure Cloud based storage system where they can be accessed for approval and review.

      2. In concert with the approval process, invoices will be entered into AMS.

      3. Any contracts with other organizations will be paid based on the terms of the contract.

         1. Note: If monthly invoices are required, the contract will be set up as recurring of the term of the contract.

   4. Procedure - By the end of each month the ED or the Director of Finance will review the outstanding invoices that need approval.

5. General Ledger Processing

   1. Policy - All business transactions for GiveWise will be represented in accordance with GAAP in the general ledger. Activity will be reviewed quarterly for trends and potential reclasses, with any final decisions being made by the ED. This includes monthly balance sheet reconciliations and reconciliation with the SLS and reviewed with the ED.

   2. Procedure

      1. Balance sheet and SLS reconciliations will be completed by an administrator and reviewed and approved by the Director of Finance by the end of each month for the prior month.

      2. Entries which are outside of the normal accounts payable, payroll, expenses and accounts receivable postings created by those modules will be entered as they occur or at month end. These include entries related to:

         1. Prepaid Expenses

         2. Prepaid Insurance

         3. Depreciation

         4. Operating Accruals

         5. Payroll Accruals

      3. Recurring entries will be set up for any activity requiring monthly entries.

6. Access, Handling and Storage of Electronic Data

   In handling, accessing and uploading electronic files and information, all files are stored in secure Cloud based storage. No files are saved on individuals’ hard drives. The files are only accessed by individuals who have been provided that access for their specific tasks. Our file storage systems have built in backup in order to preserve and ensure the safety and security of all data. Any changes to electronic files are logged in the systems, including who has accessed the file and when. Multiple legacy versions of each file are also stored in these systems.

7. Financial Reports

   1. Policy - Required grant reporting and standard financial reports (statement of activities, statement of financial position, and budget variance reports) will be completed and review by the end of business on the last day of the subsequent month. Reports will be placed in the GiveWise Cloud storage and the appropriate employees will be notified of the readiness of the reports.

   2. Procedure

      1. An internal calendar is kept monthly with all required tasks to complete month end. This calendar is updated as each month is completed.

      2. Once all GiveWise items have been completed, the Director of Finance will review a trend statement of activities and statement of financial position and present it to the Treasurer.

      3. This review will include a review of the current month’s general ledger activity, the bank reconciliations for the month.

      4. Significant changes month over month are noted and included with the month narrative.

      5. A quarterly and year to date report is completed along with a narrative for the Board of Directors.

      6. A monthly meeting is then scheduled to answer questions, ifnecessary.

8. Audit RequirementsThe CPA Firm will be the point of contact for the designated audit firm. CPA Firm staff will make themselves available for questions, meeting and field work. Field work can be completed in CPA Firm offices.

   All audit requests will be completed and documentation placed in a shared folder. The audit team will be invited to the folder to access all document requests provided.

   The main GiveWise contact will be copied on the folder notifications.

9. Personnel Policies

   Each position within GW is governed by a Job Description which clearly articulates roles and responsibilities. Human Resources maintains all copies of Job Descriptions including that of the board of directors and officers, employees, volunteers and consultants. All individuals are supplied with a copy of their Job Description and are evaluated at least annually on their job performance against the Job Description and documented in a report.

   All personnel policies, including vacation and sick leave, health insurance and other benefits, evaluations, ordinary and overtime compensation, conflicts of interest and code of ethics, and grievance procedures (including protections for “whistle blowers”) are in writing, accessible to all employees and given to all potential employees prior to hiring, with changes in policies communicated on a regular basis. Training is provided for new directors, officers, employees and volunteers

10. Conflicts of Interest Policies and Code of Ethics

    Directors and employees of GW are required annually to review and sign a Conflict of Interest Policy & Disclosure at each AGM, which requires an individual to fully disclose any interest the individual and/or the individual’s family has in any entity that does business with the organization and that any change in the information concerning potential conflicts should be provided to the organization immediately. These individual(s) may not participate in any decision to approve doing business with the individual or any entity in which the individual has an interest, and such decision must be made by a disinterested majority of the board of directors.

    The GW Code of Ethics addresses transparency, fundraising solicitations, integrity in governance, and diversity.

GIVEWISE FOUNDATION CANADA

(“GW” OR “GIVEWISE”)

APPENDIX A: DELEGATION OF AUTHORITY

1. Roles and Responsibilities:

   1. Board of Directors: The highest governing body responsible for overall strategic decision-making and financial oversight.

   2. Executive Director/CEO: Responsible for the day-to-day management of the organization, including financial operations.

   3. Finance Committee: Assists the Board in financial oversight, budgeting, and making recommendations regarding expenditure and capital transactions.

2. Expenditure Approvals:

   1. Budget Creation: The Finance Committee, in collaboration with the Executive Director, prepares an annual budget for approval by the Board of Directors.

   2. Operating Expenditures: The Executive Director or designated staff members have the authority to approve routine operating expenditures within budgeted limits.

   3. Non-Routine Expenditures: Expenditures exceeding a certain threshold or falling outside the approved budget require additional approval. This might involve the Finance Committee, the Board of Directors, or a specific budget review process.

   4. Financial Policies: The delegation of authority should include guidelines for specific expenditure categories such as salaries, program expenses, administrative costs, fundraising, and other operational expenses.

3. Capital Transaction Approvals:

   1. Definition: Capital transactions involve significant investments or acquisitions that have a long-term impact on the organization's assets or operations.

   2. Capital Budgeting: The Finance Committee, in consultation with the Executive Director, develops and presents a capital budget for approval by the Board of Directors.

   3. Capital Expenditures: The delegation of authority should define the threshold for capital expenditures that require specific approval, such as the purchase of property, equipment, or other major assets.

   4. Capital Investment Review: Depending on the organization's policies, the Finance Committee or the Board of Directors may review and approve capital investments, considering factors like financial feasibility, impact on mission, and risk assessment.

4. Reporting and Accountability:

   1. Financial Reports: The Finance Committee or designated staff members are responsible for providing regular financial reports to the Board of Directors, highlighting the organization's financial position, expenditures, and capital transactions.

POLICY CONTROL:

• Initial Ratification Date: 2021.06.11

• Current Version: 2023.06.12

• Date Policy Approved: 2023.06.23

• Date for Review: 2025.06.23

Audit and Compliance: The delegation of authority should emphasize compliance with relevant financial regulations and the need for periodic audits to ensure proper financial management and accountability.

Gift Acceptance and Valuation Policy Version: 1 April 2024

GiveWise Foundation Canada

(“GWFC” OR “GiveWise”)

GIFT ACCEPTANCE AND VALUATION POLICY

POLICY OVERVIEW:

The purpose of this Gift Acceptance and Valuation Policy (“GAVP”) is to provide clarity about how GiveWise receives and stewards gifts (referred to as “donations”.

The provisions of this Gift Acceptance and Valuation Policy apply to all donations received by GiveWise for any of its programs or services. Specific donations are considered on their merits, and final action is taken on those as authorized by the GiveWise Board of Directors.

This policy provides guidance to GiveWise regarding the planning, promoting, receipting, accepting, and disposing of charitable donations and provides that all donations accepted by GiveWise shall comply with charitable giving procedures according to all provincial and federal laws and regulations.

KEY TERMS & DEFINITIONS

Donation: A voluntary, irrevocable transfer of funds made by a donor without personal benefit. Cash donations generally include payments made by electronic funds transfer, cheque, money order, bank draft, debit card or credit card. Donations may also be made by way of the transfer of ownership of other tangible assets (for example, publicly-traded securities, retirement funds, land, etc.). Once received by a GiveWise, a donation is eligible for charitable receipting. Donations can also be referred to as contributions.

Donor: Any individual, corporation, foundation or other legal entity that makes a charitable donation to GiveWise.

Pledge: A signed and dated commitment to make a donation over a specified period, generally two or more years, payable according to terms set by the donor, with scheduled (monthly, quarterly, semi - annual, or annual) payments. Future promises do not constitute a donation and are not eligible for charitable receipting. Funds must be received by GiveWise to be eligible for a tax receipt.

Donations-in-Kind / Non-Cash Donations: Donations of property, including items such as donation certificates and donation cards (in certain circumstances), artwork, equipment, securities (including cryptocurrency), and cultural and ecological property. A contribution of service, that is, of time, skills or efforts, is not property and, therefore, does not qualify as a donation or donation in kind for purposes of issuing official donation receipts.

Inter Vivos Donation: A donation made from one or more persons, during the lifetime of those persons (i.e. prior to death).

Fair Market Value (FMV): FMV is generally considered the highest price, expressed in a dollar amount, that the property would bring in an open and unrestricted market between a willing buyer and a willing seller who are knowledgeable, informed, prudent, and are acting independently of each other.

Complex Assets:: A donation that is generally a non-cash donation, other than publicly traded securities.

Unreasonable: Generally considered beyond the normal scope of using good judgement.

Deferred Donation: A donation planned or pledged by an individual during her or his lifetime and made at a future date(s) during her or his lifetime, or as a testamentary donation (see definition below).

Personal Property: Refers to a personally owned asset, other than cash, including publicly traded securities or real estate or other assets, with a value that can be professionally determined (for example art, antiques, collections, vehicles, etc.).

Bequest: An amount that a registered charity receives from the will of a deceased person, as a donation of enduring property. Bequests are the most common of all deferred donations. Bequests may be made in the form of specific bequests, residual bequests or contingent bequests.

Pooled Fund: Individual donors can irrevocably contribute cash or appreciated investment securities to a self serve investment fund. Gains and losses will be reflected in the individual fund on an established cadence.

1. SPECIAL POLICY NOTATIONS

   1. Acceptance and Distribution of Donations:

      1. Oversight: The Executive Director and Board of Directors shall delegate to designated employees or designates of GiveWise the ability to accept donations on behalf of GiveWise. The Executive Director and Board of Directors shall have the sole and absolute discretion on donations received which hold unclear, impossible, inadvisable, or impractical instructions for distribution. The Executive Director and Board of Directors shall also have the ability to recover costs for donations that require additional administrative and/or other professional advice.

      2. Compatibility: All donations must align with the charitable purposes and objects of GiveWise.

      3. Prior Approval: All donations that are unusual in nature must be referred to the Executive Director and Board of Directors for prior approval.

      4. Legal Advice: GiveWise reserves the right to seek the advice of a lawyer and/or other appropriate professional counsel prior to making any final acceptance decisions and can seek to recover any excess fees incurred.

      5. Fundraising Appeals: The Executive Director and Board of Directors will establish and approve any GiveWise initiated public appeal for the solicitation of donations.

      6. Internal Records: All documentation regarding donors must be maintained and controlled by the Executive Director or designate. All donor information is confidential and unavailable to the public unless prior written consent of the donor is obtained or otherwise required to be disclosed by law.

      7. Fees or Commissions: GiveWise will not pay fees to any person for directing a donation (i.e. incentive based fundraising)

      8. Ethics: GiveWise also holds to a comprehensive policy on Ethical Fundraising and Financial Accountability, and the Donor Bill of Rights (in accordance with the Association for Fundraising Philanthropy).

   2. Professional or Appraisal Fees: If professional or appraisal fees are necessary, GiveWise shall use best efforts to estimate the reasonableness of fees prior to payment and will ensure disclosure of same to donor. Appraisals, where necessary, will be completed by individuals who are competent and qualified to appraise property and who have no conflict of interest.

   3. Retained Assets: Subject to GiveWise’s policies, the Foundation will work with prospective donors who wish to create or contribute to any retained asset funds that support the work of GiveWise. Such funds, once created, are managed according to the terms of GiveWise’s Investment Policy Statement.

   4. Donation Acknowledgement & Valuation: All accepted donations will be acknowledged immediately with a notification, and immediate access to an official tax receipt, if applicable. All official tax receipts for donations will comply with the Income Tax Act (ITA) and Regulations. GiveWise will follow CRA guidelines and standard practice guidelines for the industry in valuing all outright and deferred donations.

   5. Donor Recommended Donations to Charities: For acknowledgement and recognition purposes, regarding donations given by GiveWise to qualified donee’s at the original donor’s request, GiveWise will disclose such donor’s name, except for those donations specifically indicated by such donor as anonymous.

   6. Conflict of Interest: GiveWise will be cautious in all dealings with donors to avoid even the appearance of impropriety. If a direct or indirect conflict of interest is disclosed to a GiveWise employee or designate, that employee or designate will refer this to the Executive Director.

2. GIFT ACCEPTANCE GUIDELINES

   1. Categories of Giving: The donation stewardship programs at GiveWise generally consist of the following categories:

      1. Non Donor-Restricted Donation Support

      2. Donor-Advised Donation Support – Donations which hold specific advice to the application and use of the donation’s principal and its income.

      3. Donor-Restricted Donation Support – Spending of funds is confined to GiveWise Board approved programs and projects. Each contribution directed toward an approved program or project will be used as restricted by the terms of the donation, with the understanding that when the need for such a program or project has been met or cannot be completed for any reason as determined by the GiveWise Board, the remaining restricted contributions will be used where most needed.

         The types of Donor-Restricted Donation Support include:

         1. Donor-Restricted Donation Support for Special Projects – Example: A building fund

         2. Donor-Restricted Donation Support for Long-Term Purposes – Donations that hold specific restrictions as to the application and use of the donation’s principal and its income, for example, 10-year donations.

   2. Types of Donations: Donations can be generally categorized as either outright or deferred. GiveWise recommends that individuals seek Independent Legal Advice (ILA) prior to making any significant outright or deferred donations.

      1. Outright Donations:

         1. Cash Donations - This includes cash, cheques, electronic fund transfers, and credit card payments. All cheques shall be made payable to “GiveWise Foundation Canada”. Cheques made payable to an employee, designate, or Director for credit to GiveWise will not be accepted as a donation to GiveWise.

         2. Publicly-Traded Securities - GiveWise will accept only publicly-traded marketable securities to be sold immediately without restriction, unless the security complies with GiveWise Investment Policy Statement and it is the recommendation of the Investment Committee that the security is added to GiveWise's investment portfolio.

         3. Cryptocurrency – GiveWise will accept donations of minimum $5,000 CAD, of bitcoin (BTC) and Ethereum (ETH) only, to be sold (converted to CAD) immediately through the GiveWise Kraken Pro account. All donations of cryptocurrency need to be according to GiveWise Foundation Canada’s Instructions & Guidelines for Donation of Cryptocurrency document.

         4. Real Estate - All donations of real estate will be referred to the Executive Director and Board of Directors for prior approval. Prior to any acceptance of a donation of real estate, GiveWise may require the completion of the following, if appropriate: arms-length appraisals, title search, a marketability check, an on-site evaluation, an environmental survey, determination of other costs or concerns.

         5. Personal Property - Unique donations will be considered by the Executive Director and Board of Directors. Acceptance is entirely at the discretion of the Executive Director and Board of Directors.

         6. Personal Shares of Private Companies – Will be accepted provided there is a professional valuation and an accepted plan to liquidate the shares. Any costs therein are the responsibility of the donor.

      2. Deferred Donations:

         1. Estate Donations - Consist of bequests to GiveWise through a Will or Testamentary Trust. GiveWise reserves the right to decline any donations from the estate of a deceased donor that are not in compliance with this policy.

         2. Planned Donations - Deferred donations may also consist, but are not limited to, the following types of planned donations:

            1. Wills

            2. Life Insurance

            3. Donations in Kind

            4. Registered Retirement Instruments

            5. TFSA

   3. Donations that Cannot Be Accepted: GiveWise reserves the right to decline a donation. The following examples justify such an action, although other situations may also result in a declined donation:

      1. Any donation with features contrary to the charitable purposes and objectives of GiveWise.

      2. Any donation that violates any provincial or federal laws.

      3. Any restrictive clause that may bring unwarranted pressure or embarrassment to GiveWise, the Board of Directors, or its employee or designates.

      4. Any donation that contains unreasonable conditions, liens, or other encumbrances.

      5. Any donation that presents exposure to unacceptable liability.

      6. Any donation that could financially or morally jeopardize the donor or GiveWise.

      7. Any donation where an appropriate “fair market value” cannot be determined or will result in unwarranted or unmanageable expense for GiveWise.

      8. Any donation that could jeopardize GiveWise's charitable status.

      9. Any donation that could improperly benefit any donor.

      10. Any donation that holds a condition that is revocable in any way.

3. DONATION VALUATION GUIDELINES

   1. Establishing the Value of the Donation - GiveWise must be able to determine the FMV of any non-cash donations. Should GiveWise not be able to reasonably determine the FMV of a donation, the donor’s acknowledgement will state a value of zero ($0). If the FMV of an item can be easily determined (cash register receipt for new purchase), a third-party appraisal may not be required. The FMV of a donation-in-kind does not include taxes paid on purchasing the item.

   2. Guidelines - Exceptions may be referred to the Executive Director and Board of Directors; however, GiveWise will be guided by the following:

      1. Donations valued at less than $1,000 - A person with sufficient knowledge may establish FMV, documenting the basis used for the estimate and any other pertinent information.

      2. Donations valued at $1,000 and over - FMV will be based on an independent appraisal completed by a qualified third party.

      3. Donations of property - The property must be appraised by a competent and qualified individual in order to establish FMV. The name and address of the individual who complete the appraisal will be included on the official tax receipt. If the property was donated within ten years of acquisition or was acquired through a tax shelter arrangement, the deemed FMV rule will apply, as outlined by the CRA. The following exceptions apply: donations made as a consequence of a donor’s death, donations of inventory, real property situated in Canada, certified cultural property, donations of publicly-traded securities, ecological donations.

      4. Donations of Securities - FMV is based on the closing price of the units or shares recorded on the day the securities are received into GiveWise’s brokerage account. GiveWise is not responsible for any loss in value that may occur between the donor’s transfer of any security donation and its subsequent liquidation. GiveWise charges a $50 flat fee for processing donations of securities and may also recover extraordinary administration expenses related to this transaction.

      5. Donations-In-Kind - The date of FMV will be established as the date of title transfer. In the absence of any ability to determine valuation, the donor’s acknowledgement will carry a stated donation value of zero ($0).

4. CONTRIBUTION DATE GUIDELINES & TIMING OF RECEIPT

Generally, the date of contribution of any donation will be defined as the date on which the donor irrevocably relinquishes control of the property to GiveWise. If the donor is deceased, the valuation date is the day prior to death. The Estate Trustee Information letter must be retained.

If the date of the donation cannot be determined, the following guidelines will be used:

1. Personal Property - Donations of tangible personal property, no matter how delivered, are deemed to be accepted by GiveWise when title is transferred to GiveWise.

2. Credit and Debit Cards - Credit and debit card donations are deemed to be accepted on the day the GiveWise’s account is credited, providing funds have sufficiently cleared the banking system.

3. Real Estate - A donation of real estate is accepted when the Deed is registered in the name of GiveWise.

4. Donation of Securities - Based on delivery method:

   1. Electronically Transferred – The date the shares are received in the GiveWise’s brokerage account. The copy of the brokerage activity sheet must be retained.

   2. Hand delivered – The date the physical certificates, the Authorization to Transfer Publicly Traded Securities and Request for Charity Beneficiary Forms are received at GiveWise official corporate office. The stamped date with this notation must be retained.

   3. Mailed – The date the physical security certificates, the Authorization to Transfer Publicly Traded Securities Form are post marked. The envelope with the post mark must be retained.

5. Donation of Cryptocurrency – The value of the donation tax receipt will be the amount in CAD that GiveWise receives when it converts the received cryptocurrency into CAD. The amount credited to the donor’s Giving Fund will be the net proceeds after all transactions performed to transfer the CAD funds into GiveWise’s donations bank account. The donation will also be subject to a $100 processing fee once it has been populated in the Giving Fund. The full explanation and an example can be found in the Instructions & Guidelines for Donation of Cryptocurrency document. Consult this document for timing for year-end contributions.

6. Donors may obtain a tax receipt on demand through their online Giving Fund throughout the year and will have access to a receipt with cumulative giving at the end of the giving year. Receipts for cash contributions reflect the amount, the date received into the account, and will be issued to the account holder making the contribution. Timing of receipt at year end can be critical. Please see schedule below for cut off dates.

7. CONCLUSION: The policies set out in this GAVP are intended to assist and provide guidance for employee or designates at GiveWise involved in receiving and receipting donations on behalf of GiveWise. All exceptions to this GAVP must be referred to the Executive Director and Board of Directors at GiveWise, especially those donations that: might expose GiveWise to uncertain liability; are precedent setting or may involve sensitive issues; are perceived to come from illegal or unethical activities; or are from individuals or organizations whose philosophy and values could be considered inconsistent with the overall philosophy and values of GiveWise.

POLICY CONTROL:

• Policy Inception Date: 2020.06.12

• Current Version: 2024.04.01

• Date Policy Approved: Motion for Approval 2024.04.19 Board Meeting

• Date for Review: 2026.04

BYLAWS

OF THE GIVEWISE FOUNDATION CANADA

TABLE OF CONTENTS

1. INTERPRETATION

   • 1.1 Definitions

   • 1.2 Societies Act Definitions

   • 1.3 Plural and Singular Forms

2. MEMBERSHIP

   • 2.1 Admission to Membership

   • 2.2 Application for Membership

   • 2.3 Membership Not Transferable

   • 2.4 Cessation of Membership

3. MEMBERSHIP RIGHTS AND OBLIGATIONS

   • 3.1 Rights of Membership

   • 3.2 Dues

   • 3.3 Standing of Members

   • 3.4 Compliance with Constitution, Bylaws, and Policies

   • 3.5 Expulsion of Member

   • 3.6 No Distribution of Income to Members

4. MEETINGS OF MEMBERS

   • 4.1 Time and Place of General Meetings

   • 4.2 Annual General Meetings

   • 4.3 Extraordinary General Meeting

   • 4.4 Calling of Extraordinary General Meeting

   • 4.5 Notice of General Meeting

   • 4.6 Contents of Notice

   • 4.7 Omission of Notice

5. PROCEEDINGS AT GENERAL MEETINGS

   • 5.1 Business Required at Annual General Meeting

   • 5.2 Electronic Participation in General Meetings

   • 5.3 Requirement of Quorum

   • 5.4 Quorum

   • 5.5 Lack of Quorum

   • 5.6 Loss of Quorum

   • 5.7 Chair

   • 5.8 Alternate Chair

   • 5.9 Adjournment

   • 5.10 Notice of Adjournment

6. VOTING BY MEMBERS

   • 6.1 Ordinary Resolution Sufficient

   • 6.2 Entitlement to Vote

   • 6.3 Voting Methods

   • 6.4 Voting by Proxy

7. DIRECTORS

   • 7.1 Management of Property and Affairs

   • 7.2 Duties of Directors

   • 7.3 Qualifications of Directors

   • 7.4 Members are Directors

   • 7.5 Removal of Director

   • 7.6 Ceasing to be a Director

8. POWERS AND RESPONSIBILITIES OF THE BOARD

   • 8.1 Powers of Directors

   • 8.2 Remuneration of Directors and Officers and Reimbursement of Expenses

   • 8.3 Investment of Property and Standard of Care

   • 8.4 Investment Advice

   • 8.5 Delegation of Investment Authority to Agent

9. PROCEEDINGS OF THE BOARD

   • 9.1 Board Meetings

   • 9.2 Regular Meetings

   • 9.3 Notice of Board Meetings

   • 9.4 Participation by Electronic Means

   • 9.5 Quorum

   • 9.6 Director Conflict of Interest

   • 9.7 Chair of Meetings

   • 9.8 Alternate Chair

10. OFFICERS

    • 10.1 Officers

    • 10.2 Election of Officers

    • 10.3 Term of Officer

    • 10.4 Removal of Officers

    • 10.5 Replacement

    • 10.6 Duties of Chair

    • 10.7 Duties of Secretary

    • 10.8 Duties of Treasurer

    • 10.9 Absence of Secretary at Meeting

    • 10.10 Combination of Offices of Secretary and Treasurer

11. INDEMNIFICATION

    • 11.1 Indemnification of Directors and Eligible Parties

    • 11.2 Purchase of Insurance

12. COMMITTEES

    • 12.1 Creation and Delegation to Committees

    • 12.2 Standing and Special Committees

    • 12.3 Terms of Reference

    • 12.4 Meetings

13. EXECUTION OF INSTRUMENTS

    • 13.1 Seal

    • 13.2 Execution of Instruments

14. FINANCIAL MATTERS

    • 14.1 Accounting Records

    • 14.2 Borrowing Powers

    • 14.3 Restrictions on Borrowing Powers

    • 14.4 When Audit Required

    • 14.5 First Auditor

    • 14.6 Appointment of Auditor at Annual General Meeting

    • 14.7 Removal of Auditor

    • 14.8 Notice of Appointment

    • 14.9 Auditor’s Report

    • 14.10 Participation in General Meetings

15. NOTICE GENERALLY

    • 15.1 Method of Giving Notice

    • 15.2 When Notice Deemed to Have Been Received

    • 15.3 Days to Be Counted in Notice

16. MISCELLANEOUS

    • 16.1 Dissolution

    • 16.2 Inspection of Documents and Records

17. BYLAWS

    • 17.1 Entitlement of Members to Copy of Constitution and Bylaws

    • 17.2 Special Resolution Required to Alter Bylaws

    • 17.3 Effective Date of Alteration

1. INTERPRETATION

1.1. Definitions

In these Bylaws and the Constitution of the Foundation, unless the context otherwise requires:

• (a) "Act" means the Societies Act, S.B.C. 2015, c. 18, as amended from time to time, and includes any successor legislation thereto;

• (b) "Address of the Foundation" means the registered office address of the Foundation on record from time to time with the Registrar;

• (c) "Board" means the Directors acting as authorized by the Act, the Constitution, and these Bylaws in managing or supervising the management of the affairs of the Foundation and exercising the powers of the Foundation;

• (d) "Board Resolution" means:

  1. A resolution passed by a simple majority of the votes cast in respect of the resolution by the Directors entitled to vote on such matter:

     • (A) in person at a duly constituted meeting of the Board,

     • (B) by Electronic Means in accordance with these Bylaws, or

     • (C) by combined total of the votes cast in person and by Electronic Means; or

  2. A resolution that has been submitted to all Directors and consented to in writing by two-thirds (2/3) of the Directors who would have been entitled to vote on the resolution at a meeting of the Board,

  and a Board Resolution approved by any of these methods is effective as though passed at a meeting of the Board;

• (e) "Bylaws" means the bylaws of the Foundation as filed with the Registrar;

• (f) "Chair" means the Person elected to the office of chair of the Foundation in accordance with these Bylaws;

• (g) "Constitution" means the constitution of the Foundation as filed with the Registrar;

• (h) "Directors" means those Persons who are, or who subsequently become, directors of the Foundation in accordance with these Bylaws and have not ceased to be directors;

• (i) "Electronic Means" means any system or combination of systems, including but not limited to mail, telephonic, electronic, radio, computer, or web-based technology or communication facility, that:

  1. In relation to a meeting or proceeding, permits all participants to communicate with each other or otherwise participate contemporaneously, in a manner comparable, but not necessarily identical, to a meeting where all were present in the same location, and

  2. In relation to a vote, permits all eligible voters to cast a vote on the matter for determination in a manner that adequately discloses the intentions of the voters;

• (j) "Foundation" means "GiveWise Foundation Canada";

• (k) "General Meeting" means a meeting of the Members, and includes an annual general meeting and any special or extraordinary general meetings of the Foundation;

• (l) "Income Tax Act" means the Income Tax Act, R.S.C. 1985 (5th Supp.), c.1 as amended from time to time;

• (m) "Members" means those Persons who are, or who subsequently become, members of the Foundation in accordance with these Bylaws and, in either case, have not ceased to be members;

• (n) "mutatis mutandis" means with the necessary changes having been made to ensure that the language makes sense in the context;

• (o) "Ordinary Resolution" means:

  1. A resolution passed by a simple majority of the votes cast in respect of the resolution by those Members entitled to vote:

     • (A) in person at a duly constituted General Meeting, or

     • (B) by Electronic Means in accordance with these Bylaws, or

     • (C) by combined total of the votes cast in person at a General Meeting and the votes cast by Electronic Means; or

  2. A resolution that has been submitted to the Members and consented to in writing by at least two-thirds (2/3) of the voting Members,

  and an Ordinary Resolution approved by any one or more of these methods is effective as though passed at a General Meeting of the Foundation;

• (p) "Originating Members" means the following Persons listed below:

  1. David Collins

  2. Cornelis Hoekstra

  3. Katie Smith Milway

• (q) "Person" means a natural person;

• (r) "Registered Address" of a Member or Director means the address of that Person as recorded in the register of Members or the register of Directors;

• (s) "Registrar" means the Registrar of Companies of the Province of British Columbia;

• (t) "Secretary" means a Person elected to the office of secretary of the Foundation in accordance with these Bylaws;

• (u) "Special Resolution" means:

  1. A resolution, of which the notice required by the Act and these Bylaws has been provided, passed by at least two-thirds (2/3) of the votes cast in respect of the resolution by those Members entitled to vote:

     • (A) in person at a duly constituted General Meeting,

     • (B) by Electronic Means in accordance with these Bylaws, or

     • (C) by combined total of the votes cast in person at a General Meeting and the votes cast by Electronic Means; or

  2. A resolution that has been submitted to the Members and consented to in writing by every Member who would have been entitled to vote on the resolution in person at a General Meeting,

  and a Special Resolution approved by any one or more of these methods is effective as though passed at a General Meeting; and

• (v) "Treasurer" means a Person elected to the office of treasurer of the Foundation in accordance with these Bylaws.

1.2. Societies Act Definitions

Except as otherwise provided, the definitions in the Act on the date these Bylaws become effective apply to these Bylaws and the Constitution.

1.3. Plural and Singular Forms

In these Bylaws, a word defined in the plural form includes the singular and vice versa.

2. MEMBERSHIP

2.1. Admission to Membership

Membership in the Foundation is restricted to the Originating Members of the Foundation and to those Persons whose subsequent application for admission as a Member has been accepted by the Directors.

2.2. Application for Membership

A Person may apply to the Board in writing to become a Member, and on acceptance by the Board will be a Member.

The Board may, by Board Resolution, accept, postpone, or refuse an application for membership. A Person becomes a Member on the date of the Board Resolution or such later date as specified therein.

2.3. Membership not Transferable

Membership is not transferable.

2.4. Cessation of Membership

A Person will immediately cease to be a Member:

• (a) Upon the date which is the later of:

  1. The date of delivering his or her resignation in writing to the Secretary or to the Address of the Foundation; and

  2. The effective date of the resignation stated thereon;

• (b) Upon his or her expulsion; or

• (c) Upon his or her death.

3. MEMBERSHIP RIGHTS AND OBLIGATIONS

3.1. Rights of Membership

In addition to any rights conferred by the Act, a Member has the following rights and privileges of membership:

• (a) To receive notice of, and to attend, all General Meetings;

• (b) To make or second motions at a General Meeting and to speak in debate on motions under consideration in accordance with such rules of order as may be adopted;

• (c) To exercise a vote on matters for determination at General Meetings; and

• (d) To participate in the programs and initiatives of the Foundation, in accordance with such criteria as may be determined by the Board from time to time.

3.2. Dues

There will be no annual membership dues.

3.3. Standing of Members

All Members are deemed to be in good standing.

3.4. Compliance with Constitution, Bylaws and Policies

Every Member will, at all times:

• (a) Uphold the Constitution and comply with these Bylaws, the regulations, and the policies of the Foundation in effect from time to time;

• (b) Abide by such codes of conduct and ethics adopted by the Foundation; and

• (c) Further and not hinder the purposes, aims, and objects of the Foundation.

3.5. Expulsion of Member

A Member may be expelled by a Special Resolution.

Notice of a Special Resolution to expel a Member will be provided to all Members and will be accompanied by a brief statement of the reasons for the proposed expulsion.

The Member who is the subject of the proposed expulsion will be provided with an opportunity to respond to the statement of reasons at or before the time the Special Resolution for expulsion is considered by the Members.

3.6. No Distribution of Income to Members

The activities of the Foundation will be carried on without purpose of gain for its members, and any income, profits, or other accretions to the Foundation will be used in promoting the purposes of the Foundation.

4. MEETINGS OF MEMBERS

4.1. Time and Place of General Meetings

The General Meetings of the Foundation will be held at such time and place, in accordance with the Act, as the Board decides.

4.2. Annual General Meetings

Except during the calendar year in which the Foundation is incorporated, an annual general meeting will be held at least once in every calendar year and in accordance with the Act.

4.3. Extraordinary General Meeting

Every General Meeting other than an annual general meeting is an extraordinary general meeting.

4.4. Calling of Extraordinary General Meeting

The Foundation will convene an extraordinary general meeting by providing notice in accordance with the Act and these Bylaws in any of the following circumstances:

• (a) At the call of the Chair;

• (b) When resolved by Board Resolution; or

• (c) When such a meeting is requisitioned by the Members in accordance with the Act.

4.5. Notice of General Meeting

The Foundation will, in accordance with Bylaw 15.1, send notice of every General Meeting to:

• (a) Each Member shown on the register of Members on the date the notice is sent; and

• (b) The auditor of the Foundation, if any is appointed,

not less than fourteen (14) days and not more than sixty (60) days prior to the date of the General Meeting.

No other Person is entitled to be given notice of a General Meeting.

4.6. Contents of Notice

Notice of a General Meeting will specify the place, the day, and the time of the meeting and will include the text of every Special Resolution to be proposed or considered at that meeting.

If the Board has decided to hold a General Meeting with participation by Electronic Means, the notice of that meeting must inform Members how they may participate by Electronic Means.

4.7. Omission of Notice

The accidental omission to give notice of a General Meeting to a Member, or the non-receipt of notice by a Member, does not invalidate proceedings at that meeting.

5. PROCEEDINGS AT GENERAL MEETINGS

5.1. Business Required at Annual General Meeting

The following business is required to be conducted at each annual general meeting of the Foundation:

• (a) The adoption of an agenda;

• (b) The approval of the minutes of the previous annual general meeting and any extraordinary general meetings held since the previous annual general meeting;

• (c) Consideration of the financial statements and the report of the auditor thereon, if any;

• (d) Consideration of any Members’ proposals submitted in accordance with the Act; and

• (e) Such other business, if any, required by the Act or at law to be considered at an annual general meeting.

The annual general meeting may include other business as determined by the Board in its discretion.

5.2. Electronic Participation in General Meetings

The Board may decide, in its discretion, to hold any General Meeting in whole or in part by Electronic Means.

When a General Meeting is to be conducted using Electronic Means, the Board must take reasonable steps to ensure that all participants are able to communicate and participate in the meeting adequately and, in particular, that remote participants are able to participate in a manner comparable to participants present in person, if any.

Persons participating by Electronic Means are deemed to be present at the General Meeting.

5.3. Requirement of Quorum

No business, other than the election of a Person to chair the meeting and the adjournment or termination of the meeting, will be conducted at a General Meeting at a time when a quorum is not present.

5.4. Quorum

A quorum at a General Meeting is three (3) Members.

5.5. Lack of Quorum

If within thirty (30) minutes from the time appointed for a General Meeting a quorum is not present, the meeting, if convened on the requisition of Members, will be terminated, but in any other case, it will stand adjourned to the next day, at the same time and place, and if, at the adjourned meeting, a quorum is not present within thirty (30) minutes from the time appointed for the meeting, the Members present will constitute a quorum and the meeting may proceed.

5.6. Loss of Quorum

If at any time during a General Meeting there ceases to be a quorum present, business then in progress will be suspended until there is a quorum present or until the meeting is adjourned or terminated.

5.7. Chair

The Chair will, subject to a Board Resolution appointing another Person, preside as chairperson at all General Meetings.

If at any General Meeting the Chair, or such alternate Person appointed by a Board Resolution, if any, is not present within fifteen (15) minutes after the time appointed for the meeting, the Directors present may select one of their number to preside as chairperson at that meeting.

5.8. Alternate Chair

If a Person presiding as chairperson of a General Meeting wishes to step down as chairperson for all or part of that meeting, he or she may designate an alternate to chair such meeting or portion thereof, and upon such designated alternate receiving the consent of a majority of the Members present at such meeting, he or she may preside as chairperson.

5.9. Adjournment

A General Meeting may be adjourned from time to time and from place to place, but no business will be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

5.10. Notice of Adjournment

It is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting except where a meeting is adjourned for more than fourteen (14) days, in which case notice of the adjourned meeting will be given as in the case of the original meeting.

6. VOTING BY MEMBERS

6.1. Ordinary Resolution Sufficient

Unless the Act, these Bylaws, or adopted rules of order provide otherwise, every issue for determination by a vote of the Members will be decided by an Ordinary Resolution.

6.2. Entitlement to Vote

Each Member is entitled to one (1) vote on matters for determination by the Members.

6.3. Voting Methods

Voting by Members may occur by any one or more of the following methods, in the discretion of the Board:

• (a) By show of hands or voting cards;

• (b) By written ballot; or

• (c) By vote conducted by Electronic Means.

Where a vote is to be conducted by show of hands or voting cards, and prior to the question being put to a vote, a number of Members equal to not less than ten percent (10%) of the votes present may request a secret ballot, and where so requested, the vote in question will then be conducted by written ballot or other means whereby the tallied votes can be presented anonymously in such a way that it is impossible for the assembly to discern how a given Member voted.

6.4. Voting by Proxy

Voting by proxy is not permitted.

7. DIRECTORS

7.1. Management of Property and Affairs

The Board will have the authority and responsibility to manage, or supervise the management of, the property and the affairs of the Foundation.

7.2. Duties of Directors

Pursuant to the Act, every Director will:

• (a) Act honestly and in good faith with a view to the best interests of the Foundation;

• (b) Exercise the care, diligence, and skill that a reasonably prudent individual would exercise in comparable circumstances; and

• (c) Act in accordance with the Act and the regulations thereunder.

7.3. Qualifications of Directors

Pursuant to the Act, a Person may not serve (or continue to serve) as a Director if he or she:

• (a) Is less than eighteen (18) years of age;

• (b) Has been found by any court, in Canada or elsewhere, to be incapable of managing his or her own affairs;

• (c) Is an undischarged bankrupt; or

• (d) Has been convicted of a prescribed offence within the prescribed period, for which no pardon has been granted, in accordance with the Act; or

• (e) Is an “ineligible individual” as defined by section 149.1(1) of the Income Tax Act (Canada).

7.4. Members are Directors

The Members will be the Directors.

7.5. Removal of Director

The Members may remove a Director before the expiration of such Director’s term of office by Special Resolution and may elect a replacement Director by Ordinary Resolution to serve for the balance of the removed Director’s term.

A Special Resolution to remove a Person as a Director will be deemed to expel the same Person from membership in the Foundation, and vice versa.

7.6. Ceasing to be a Director

A Person will cease to be a Director upon the date:

• (a) Which is the later of:

  1. The date of delivering his or her resignation in writing to the Chair or to the Address of the Foundation; and

  2. The effective date of the resignation stated therein;

• (b) Such Person is no longer qualified pursuant to Bylaw 7.3;

• (c) Such Person is no longer a Member;

• (d) Of his or her removal; or

• (e) Of his or her death.

8. POWERS AND RESPONSIBILITIES OF THE BOARD

8.1. Powers of Directors

The Board may exercise all such powers and do all such acts and things as the Foundation may exercise and do, and which are not by these Bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the Members in General Meeting, but nevertheless subject to the provisions of:

• (a) All laws affecting the Foundation; and

• (b) These Bylaws and the Constitution.

Without limiting the generality of the foregoing, the Board will have the power to make expenditures, including grants, gifts, and loans, whether or not secured or interest-bearing, in furtherance of the purposes of the Foundation. The Board will also have the power to enter into trust arrangements or contracts on behalf of the Foundation in furtherance of the purposes of the Foundation.

8.2. Remuneration of Directors and Officers and Reimbursement of Expenses

A Director may not receive remuneration for acting as a Director; however, a Director may be reimbursed for all expenses necessarily and reasonably incurred by him or her while engaged in the affairs of the Foundation.

8.3. Investment of Property and Standard of Care

If the Board is required to invest funds on behalf of the Foundation, the Board may invest the property of the Foundation in any form of property or security in which a prudent investor might invest. The standard of care required of the Directors is that they will exercise the care, skill, diligence, and judgment that a prudent investor would exercise in making investments in light of the purposes and distribution requirements of the Foundation.

8.4. Investment Advice

The Directors may obtain advice with respect to the investment of the property of the Foundation and may rely on such advice if a prudent investor would rely upon the advice in comparable circumstances.

8.5. Delegation of Investment Authority to Agent

The Directors may delegate to a stockbroker, investment dealer, or investment counsel the degree of authority with respect to the investment of the Foundation’s property that a prudent investor might delegate in accordance with ordinary business practice.

9. PROCEEDINGS OF THE BOARD

9.1. Board Meetings

Meetings of the Board may be held at any time and place determined by the Board.

9.2. Regular Meetings

After the issuance of the certificate of incorporation, a meeting of the Board will be held at which the Directors may:

• (a) Appoint officers;

• (b) Make banking arrangements;

• (c) Appoint an auditor to hold office until the first annual general meeting; and

• (d) Transact any other business.

Subsequently, the Board may decide to hold regularly scheduled meetings to take place at dates and times set in advance by the Board. Once the schedule for regular meetings is determined and notice given to all Directors, no further notice of those meetings is required to be provided to a Director unless:

• (a) That Director was not in office at the time notice of regular meetings was provided; or

• (b) The date, time, or place of a regular meeting has been altered.

9.3. Notice of Board Meetings

Meetings of the Board may be held at any time and place determined by the Board provided that two (2) days’ notice of such meeting will be sent to each Director.

However, no formal notice will be necessary if all Directors were present at the preceding meeting when the time and place of the meeting was decided or are present at the meeting or waive notice thereof in writing or give a prior verbal waiver to the Secretary.

9.4. Participation by Electronic Means

The Board may decide, in its discretion, to hold any meeting or meetings of the Board in whole or in part by Electronic Means.

9.5. Quorum

The Board may from time to time fix the quorum necessary to transact business and, unless so fixed, the quorum will be a majority of the Directors.

9.6. Director Conflict of Interest

A Director who has a direct or indirect material interest in a contract or transaction (whether existing or proposed) with the Foundation, or a matter for consideration by the Directors:

• (a) Will be counted in the quorum at a meeting of the Board at which the contract, transaction, or matter is considered;

• (b) Will disclose fully and promptly the nature and extent of his or her interest in the contract, transaction, or matter;

• (c) Is not entitled to vote on the contract, transaction, or matter;

• (d) Will absent him or herself from the meeting or portion thereof:

  1. At which the contract, transaction, or matter is discussed, unless requested by the Board to remain to provide relevant information; and

  2. In any case, during the vote on the contract, transaction, or matter; and

• (e) Refrain from any action intended to influence the discussion or vote.

The Board may establish further policies governing conflicts of interest of Directors and others, provided that such policies must not contradict the Act or these Bylaws.

9.7. Chair of Meetings

The Chair will preside as chairperson at all meetings of the Board.

If at any meeting of the Board the Chair and such alternate Person appointed by a Board Resolution, if any, are not present within fifteen (15) minutes after the time appointed for the meeting or requests that he or she not chair that meeting, the Directors present may choose one of their number to preside as chairperson at that meeting.

9.8. Alternate Chair

If the Person presiding as chairperson of a meeting of the Board wishes to step down as chairperson for all or part of that meeting, he or she may designate an alternate to chair such meeting or portion thereof, and upon such designated alternate receiving the consent of a majority of the Directors present at such meeting, he or she may preside as chairperson.

10. OFFICERS

10.1. Officers

The officers of the Foundation are the Chair, Secretary, and Treasurer, together with such other officers, if any, as the Board, in its discretion, may create. The above required officers must be Directors.

The Board may, by Board Resolution, create and remove such other officers of the Foundation as it deems necessary and determine the duties and responsibilities of all officers.

10.2. Election of Officers

At the first meeting of the Board and at each meeting of the Board immediately following an annual general meeting, the Board will elect the officers.

10.3. Term of Officer

The term of office for each officer will be one (1) year, commencing on the date the Director is elected as an officer in accordance with Bylaw 10.2 and continuing until the first meeting of the Board held after the next following annual general meeting. A Director may be elected as an officer for consecutive terms.

10.4. Removal of Officers

A Person may be removed as an officer by Board Resolution.

10.5. Replacement

Should the Chair or any other officer for any reason be unable to complete his or her term, the Board will remove such officer from his or her office and will elect a replacement without delay.

10.6. Duties of Chair

The Chair will supervise the other officers in the execution of their duties and will preside at all meetings of the Foundation and of the Board.

10.7. Duties of Secretary

The Secretary will be responsible for making the necessary arrangements for:

• (a) The issuance of notices of meetings of the Foundation and the Board;

• (b) The keeping of minutes of all meetings of the Foundation and the Board;

• (c) The custody of all records and documents of the Foundation, except those required to be kept by the Treasurer;

• (d) The maintenance of the register of Members; and

• (e) The conduct of the correspondence of the Foundation.

10.8. Duties of Treasurer

The Treasurer will be responsible for making the necessary arrangements for:

• (a) The keeping of such financial records, reports, and returns, including books of account, as are necessary to comply with the Act and the Income Tax Act; and

• (b) The rendering of financial statements to the Directors, Members, and others, when required.

10.9. Absence of Secretary at Meeting

If the Secretary is absent from any General Meeting or meeting of the Board, the Directors present will appoint another Person to act as secretary at that meeting.

10.10. Combination of Offices of Secretary and Treasurer

The offices of Secretary and Treasurer may be held by one (1) Person who will be known as the Secretary Treasurer.

11. INDEMNIFICATION

11.1. Indemnification of Directors and Eligible Parties

To the extent permitted by the Act, each Director and eligible party (as defined by the Act) will be indemnified by the Foundation against all costs, charges, and expenses, including legal and other fees, actually and reasonably incurred in connection with any legal proceeding or investigative action, whether current, threatened, pending, or completed, to which that Person by reason of his or her holding or having held authority within the Foundation:

• (a) Is or may be joined as a party to such legal proceeding or investigative action; or

• (b) Is or may be liable for or in respect of a judgment, penalty, or fine awarded or imposed in, or an amount paid in settlement of, such legal proceeding or investigative action.

11.2. Purchase of Insurance

The Foundation may purchase and maintain insurance for the benefit of any or all Directors, officers, employees, or agents against personal liability incurred by any such Person as a Director, officer, employee, or agent.

12. COMMITTEES

12.1. Creation and Delegation to Committees

The Board may create such standing and special committees as may from time to time be required. Any such committee will limit its activities to the purpose or purposes for which it is appointed and will have no powers except those specifically conferred by Board Resolution.

The Board may delegate any, but not all, of its powers to committees which may be in whole or in part composed of Directors as it thinks fit.

12.2. Standing and Special Committees

Unless specifically designated as a standing committee, a committee is deemed to be a special committee and any special committee so created must be created for a specified time period.

A special committee will automatically be dissolved upon the earlier of the following:

• (a) The completion of the specified time period; or

• (b) The completion of the task for which it was created.

12.3. Terms of Reference

In the event the Board decides to create a committee, it must establish terms of reference for such committee. A committee, in the exercise of the powers delegated to it, will conform to any rules that may from time to time be imposed by the Board in the terms of reference or otherwise, and will report every act or thing done in exercise of those powers at the next meeting of the Board held after it has been done, or at such other time or times as the Board may determine.

12.4. Meetings

The members of a committee may meet and adjourn as they think proper, and meetings of the committees will be governed mutatis mutandis by the rules set out in these Bylaws governing proceedings of the Board.

13. EXECUTION OF INSTRUMENTS

13.1. Seal

The Foundation may have a corporate seal but will not use the seal for the purpose of executing documents.

13.2. Execution of Instruments

Contracts, documents, or instruments in writing requiring the execution of the Foundation may be signed as follows:

• (a) By the Chair, together with one (1) other Director, or

• (b) In the event that the Chair is unavailable, by any two (2) Directors,

and all contracts, documents, and instruments in writing so signed will be binding upon the Foundation without any further authorization or formality.

The Board will have power from time to time by Board Resolution to appoint any officer or officers, or any Person or Persons, on behalf of the Foundation to sign contracts, documents, and instruments in writing generally or to sign specific contracts, documents, or instruments in writing.

14. FINANCIAL MATTERS

14.1. Accounting Records

The Foundation will maintain such financial and accounting records and books of account as are required by the Act and applicable laws.

14.2. Borrowing Powers

In order to carry out the purposes of the Foundation, the Board may, on behalf of and in the name of the Foundation, raise, borrow, or secure the payment or repayment of money in any manner it decides, including the granting of guarantees, and in particular, but without limiting the foregoing, by the issue of debentures.

14.3. Restrictions on Borrowing Powers

The Members may by Ordinary Resolution restrict the borrowing powers of the Board.

14.4. When Audit Required

The Foundation is not required to be audited. However, the Foundation will conduct an audit of its annual financial statements if:

• (a) The Directors determine to conduct an audit by Board Resolution; or

• (b) The Members require the appointment of an auditor by Ordinary Resolution,

in which case the Foundation will appoint an auditor qualified in accordance with Part 9 of the Act and these Bylaws.

14.5. First Auditor

If the Foundation wishes to appoint an auditor prior to its first annual general meeting, that auditor will be appointed by the Board, which will also fill any vacancy occurring in the office of auditor.

14.6. Appointment of Auditor at Annual General Meeting

If the Foundation determines to conduct an audit, an auditor will be appointed at an annual general meeting, to hold office until such auditor is reappointed at a subsequent annual general meeting or a successor is appointed in accordance with the procedures set out in the Act or until the Foundation no longer wishes to appoint an auditor.

14.7. Removal of Auditor

An auditor may be removed and replaced by Ordinary Resolution in accordance with the procedures set out in the Act.

14.8. Notice of Appointment

An auditor will be promptly informed in writing of such appointment or removal.

14.9. Auditor’s Report

The auditor, if any, must prepare a report on the financial statements of the Foundation in accordance with the requirements of the Act and applicable law.

14.10. Participation in General Meetings

The auditor, if any, is entitled in respect of a General Meeting to:

• (a) Receive every notice relating to a meeting to which a Member is entitled;

• (b) Attend the meeting; and

• (c) Be heard at the meeting on any part of the business of the meeting that deals with the auditor’s duties or function.

An auditor who is present at a General Meeting at which the financial statements are considered must answer questions concerning those financial statements, the auditor’s report, if any, and any other matter relating to the auditor’s duties or function.

15. NOTICE GENERALLY

15.1. Method of Giving Notice

Except as otherwise provided in these Bylaws, a notice may be given to a Member or a Director either personally, by delivery, courier, or by mail posted to such Person’s Registered Address, or, where the Member or Director has provided a fax number or e-mail address, by fax or e-mail, respectively.

15.2. When Notice Deemed to have been Received

A notice sent by mail will be deemed to have been given on the day following that on which the notice was posted. In proving that notice has been given, it is sufficient to prove the notice was properly addressed and put in a Canadian Government post office receptacle with adequate postage affixed, provided that if, between the time of posting and the deemed giving of the notice, a mail strike or other labour dispute which might reasonably be expected to delay the delivery of such notice by the mails occurs, then such notice will only be effective when actually received.

Any notice delivered personally, by delivery or courier, facsimile, or electronic mail will be deemed to have been given on the day it was so delivered or sent.

15.3. Days to be Counted in Notice

If a number of days’ notice or a notice extending over any other period is required to be given, the day the notice is given or deemed to have been given and the day on which the event for which notice is given will not be counted in the number of days required.

16. MISCELLANEOUS

16.1. Dissolution

Upon the winding-up or dissolution of the Foundation, any funds and property remaining after the payment of all costs, charges, and expenses properly incurred in the winding-up or dissolution, including the remuneration of the liquidator, and the payment to employees of the Foundation of any arrears of salaries or wages, and after payment of any debts of the Foundation, will be distributed to such "qualified donees" as defined by the Income Tax Act as are designated by the Board. Any funds or property remaining received for specific purposes will, wherever possible, be distributed to "qualified donees" carrying on work of a similar nature to such specific purposes.

16.2. Inspection of Documents and Records

The documents and records of the Foundation, including the financial and accounting records and the minutes of General Meetings, committee meetings, and meetings of the Board, will be open to the inspection of any Director at reasonable times and on reasonable notice.

A Member is entitled, upon providing not less than fourteen (14) days’ notice in writing to the Foundation, to inspect any of the following documents and records of the Foundation at the Address of the Foundation during the Foundation’s normal business hours:

• (a) The Constitution and these Bylaws, and any amendments thereto;

• (b) The statement of directors and registered office of the Foundation;

• (c) Minutes of any General Meeting, including the text of each resolution passed at the meeting;

• (d) Resolutions of the Members in writing, if any;

• (e) Annual financial statements relating to a past fiscal year that have been received by the Members in a General Meeting;

• (f) The register of Directors;

• (g) The register of Members;

• (h) The Foundation’s certificate of incorporation, and any other certificates, confirmations, or records furnished to the Foundation by the Registrar;

• (i) Copies of orders made by a court, tribunal, or government body in respect of the Foundation;

• (j) The written consents of Directors to act as such and the written resignations of Directors; and

• (k) The disclosure of a Director or of a senior manager regarding a conflict of interest.

Except as expressly provided by statute or at law, a Member will not be entitled or have the right to inspect any other document or record of the Foundation. However, subject to such policies as the Board may establish, a Member may request, in writing delivered to the Address of the Foundation, to inspect any other document or record of the Foundation, and the Board may allow the Member to inspect the document or a copy thereof, in whole or in part and subject to such redaction as the Board deems necessary, all in the Board’s sole discretion.

Copies of documents which a Member is allowed to inspect may be provided on request by the Member for a fee to be determined by the Board, provided such fee does not exceed the limits prescribed in the Act.

17. BYLAWS

17.1. Entitlement of Members to Copy of Constitution and Bylaws

On being admitted to membership, each Member is entitled to, and upon request the Foundation will provide him or her with, access to a copy of the Constitution and these Bylaws.

17.2. Special Resolution Required to Alter Bylaws

These Bylaws will not be altered except by Special Resolution.

17.3. Effective Date of Alteration

Any alteration to the Bylaws or Constitution will take effect on the date the alteration application is filed with the Registrar in accordance with the Act.

INVESTMENT POLICY STATEMENT

Version: 19 January 2024

GiveWise Foundation Canada

(“GWFC” OR “GiveWise”)

INVESTMENT POLICY STATEMENT

POLICY OVERVIEW:

The purpose of this Investment Policy Statement (“IPS”) is to establish an understanding of the investment philosophy of GiveWise and to provide guidelines for the management and oversight of GiveWise’s investment assets in accordance with the Prudent Investor Standard. This IPS applies to all investment assets owned by GiveWise and held in the Giving Funds and General Fund Accounts. The Investment Policy Statement is a standing Policy of GiveWise and shall at all times be administered in accordance with such general policies and procedures as may be adopted or amended by the GiveWise board and its approved DAF Program Guidelines.

GiveWise Foundation Canada (“GiveWise”) delivers an inspiring charitable giving experience through innovative technology, bringing additional accountability, transparency, and effectiveness to philanthropy. We envision a new model of philanthropy, empowering people of any means to give and support effective change.

GiveWise is a Registered Canadian Charity, that is a public foundation governed by Canada Revenue Agency Charities Division, that operates Donor Advised Funds, referred to as “Giving Funds”.

GLOSSARY OF TERMS

Donor Advised Fund: A giving vehicle established at a public charity. It allows donors to make charitable contributions, receive immediate tax credit, and then recommend grants from the fund over time. Donors can contribute to the fund as frequently as they like, and then recommend grants to their favourite charities whenever they choose.

Giving Fund: An individual, numbered, notional DAF that represents the donated capital of an individual Donor (“Giving Fund Holder”). Each Giving Fund’s capital is owned by GiveWise but affords the Giving Fund Holder the ability to recommend grants out from the Giving Fund to any Registered Canadian Charity.

General Fund Account: The sum of all Giving Fund balances, excluding Giving Funds independently managed by Donors’ Investment Advisor(s), and funds allocated to Self-Serve Investment Options.

Investment Advisor (“Advisor”, “IA”): The Licensed Financial Professional with whom GiveWise contracts to provide investment management services; a “Financial Planner”, “Financial Professional”, or “Investment Manager”.

GiveWise Investment Committee: A standing committee established by the Board of Directors (the Board) of GiveWise. The purpose of the Committee is to assist and advise the Board and staff in fulfilling the financial investment oversight responsibilities of the Board.

GOVERNANCE

Role of the Board of Directors (the “Board”)

The Board refers to the Investment Committee for recommendations and guidance to fulfill its management and oversight responsibilities with respect to the investment assets of GiveWise. The Board shall annually appoint an Investment Committee Chair and members. The members of the Investment Committee shall be comprised of at least three people: one member of the Board, one GiveWise staff member, and one other member approved by the Board. The Board shall appoint one of the Committee members to serve as Chair. Additional members may be appointed from the Board or public members with approval by the Board.

Role of Investment Committee (the “Committee”)

The Committee will follow all guidelines as described in the Investment Committee Terms of Reference Section III Membership.

Standard of Oversight and Duty of Care

The Committee shall exercise prudence and appropriate care with regard to the management of assets to be invested. In overseeing the assets of GiveWise, each member of the Committee shall act in good faith, in a manner such member believes to be in the best interests of GiveWise, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. Committee members shall be selected on the basis of their expertise in the management of investments, and have the ability to function in a manner in keeping with the Prudent Investor Standard. Members should also have no prevailing Conflict of Interest (“COI”), and there shall be a call for contextual COI at the beginning of each meeting based on the agenda items for that particular meeting.

Role of the Donor

Each GiveWise Giving Fund is composed of contributions made by individual donors. Once the donor makes the contribution, GiveWise has legal control over it. The donor, or the donor’s representative, may be invited to provide advice with respect to the distribution of the funds and the investment of assets. External advisory is a privilege subject to GiveWise oversight as GiveWise has the legal right and obligation to ensure that charitable law and the IPS are complied with at all times. The investment performance of the donor’s individual Giving Fund shall be reviewed quarterly by a GiveWise representative and the Giving Fund’s Investment Advisor.

INVESTMENT PHILOSOPHY OF GIVEWISE GENERAL FUND

The investment objectives of the GiveWise General Fund Account are to provide for ongoing income of donated capital in order to supplement the operational costs of GiveWise. GiveWise’s return objectives are for the preservation of capital and generation of income to ensure that GiveWise is able to meet its minimum annual requirement of making aggregate grants equal to at least 5% of its net asset value, and that GiveWise is at all times able to fulfill the granting recommendations of the Giving Fund Holders on a weekly cadence. In pursuing these objectives, GiveWise endeavors to achieve risk-averse absolute returns of 3%-6%, that overall focus on preservation of capital.

All General Fund investments will be in liquid securities and will be composed of the following:

General Guidelines:

• Cash and cash equivalents historical weekly granting needs: 10%-30%

• Guaranteed Interest vehicles - monthly to yearly liquidity: 30%-50%

• Alternative Income-Focused Investments: Not more than 30%

• Balanced Fixed Income/Equity Funds (Long time horizon): Not more than 40%

Benchmarking:

GiveWise’s Investment Philosophy and practice is to be benchmarked based on desired total return. The benchmark is dependable income from investments of 2%-4%, not producing an aggregate negative return on the whole portfolio for more than 3 months. General funds are to be invested in a manner that allows for portions of the interest earned to be accounted for in buckets of:

• Monthly availability: (HISA, Fixed Income, alternatives, and dividend-based)

• Quarterly-to-Yearly availability: (GICs)

• Long-term horizon: Availability based on performance blended with the need for capital projects, etc.

This benchmark should not be changed unless the long-term investment strategy has changed significantly. The investment performance will be reviewed quarterly by the IA and Investment Committee.

SEPARATELY MANAGED PORTFOLIO INVESTMENT GUIDELINES

Investment Objectives

The investment objectives of the Separately Managed Portfolio shall be consistent with GiveWise’s investment objectives as established and overseen by the Committee. A primary Investment Advisor (“Advisor” or “IA”) and its Board-approved delegated sub-advisor(s) may advise each Portfolio Account or an aggregate of the Accounts of a particular Giving Fund.

The Advisor will work with the Giving Fund Holder to establish the recommended investment objectives and strategy for the portfolio, considering the projected timing of grants, target returns, risk tolerance, and other unique considerations, consistent with the GF Holder’s regular investment practices.

Criteria for Individually Managed Accounts

• Minimum account balance is $25,000 and must be on the delegate’s trading platform for custody.

• IAs must be approved in advance by GiveWise’s CFO or the person acting in that role. In approving IAs, GiveWise will consider, among other factors, the length of time the firm has been in existence, its track record, fees, assets under management, related party compliance, and familiarity with charitable assets.

• The IA will manage the assets on a discretionary basis adhering to the agreed-upon IPS and to any specific guidelines established for individual Accounts.

• The Donor will not have direct market access – each investment and trade must go through GiveWise and the IA.

• Giving Fund Holders may not receive payments in excess of industry standards for any services, including Investment Advisory services.

• GiveWise gives the IA authority to vote proxies and respond to legal and corporate actions in a manner that is in the best interest of GiveWise and consistent with GiveWise’s stated investment objectives.

• Should the asset level in the Account fall below $25,000, the Account may no longer be eligible for separate portfolio management and may be allocated to the General Fund Account.

• No deviation from this policy is permitted without the prior written approval of GiveWise.

Diversification

Investments will be managed taking into consideration the Giving Fund Holder’s time horizon and planned giving strategy. While it is recommended that the investments be diversified among the various asset classes, sectors, and securities within the portfolio, the agreed-upon IPS will ultimately govern the investment decisions.

Permitted Investments and Transactions:

The following investments and transactions are permitted. Preapproval from GiveWise is required for any investments and transactions not listed below:

• Cash and cash equivalents

• Publicly traded stocks, bonds, and GICs

• Publicly traded mutual funds, publicly traded REITs, ETFs

• Other investments and transactions may be permitted on a case-by-case basis as approved by GiveWise

Restricted Investments and Transactions:

The following are prohibited unless approved by GiveWise with a specific IPS pertaining to each separately managed account. GiveWise recognizes the importance of non-traditional asset classes and desires to work with the donor and/or IA to responsibly evaluate on a case-by-case basis:

• A participating Investment Advisor’s (or affiliate’s) own stock or debt

• Contributions of securities with trading restrictions

• Real estate, except as held in a diversified publicly traded REIT, ETF, or mutual fund position

• Illiquid shares of a privately held company

• Private Equity

• Short sales, or any transaction on margin

• Non-negotiable securities

• Investments in companies for the purpose of exercising control or management

• Commodities

• Futures, options, warrants, or other leveraged investment strategies that employ derivatives, synthetics, or forward contracts, except as held in a diversified publicly traded ETF or mutual fund position

• Oil, gas, or other mineral exploration or development programs or mineral leases

• Investments that charge a fee upon redemption (e.g., “back-end load” or “deferred sales charge”), exception may be granted by GiveWise for a donation of a pre-existing vehicle with such structure

• Non–publicly traded structured products

• Investments that charge a front-end load, unless the Investment Advisor deems it as a lower-fee share class, or if the Investment Advisor obtains a waiver of any front-end load offered for charitable accounts

REPORTING TO DONORS

GiveWise, including information provided by the IA, will provide all Giving Fund Donors with an official annual statement of activity, detailing the interest earnings, donation inputs, transfers to/from corpus, and transfers to beneficiaries or beneficiary organizations.

INVESTMENT POLICY STATEMENT REVIEW

Annual Review and Acknowledgment:

The Board shall ensure that all Investment Committee members and Investment Advisors retained by the Foundation review the IPS annually.

Amendments:

This IPS may be amended by the recommendation and approval of the Foundation’s Board of Directors.

Approval and Adoption:

This Policy is approved and enacted until 2024.12.20 by the GiveWise Foundation Canada Board of Directors.

POLICY CONTROL:

• Initial Ratification Date: 2019.05.02

• Current Version: 2024.01.19

• Date Policy Approved: 2024.01.19

• Date for Review: 2026.01.19

GiveWise Foundation Canada (“GW” OR “GiveWise”) DONOR ADVISED FUND (DAF) PROGRAM GUIDELINES

I. INTRODUCTION TO GIVEWISE

We are grateful you (the “Donor”) have chosen to facilitate your charitable giving through GiveWise Foundation Canada (“GiveWise”) and congratulate you on the impact you will be making in the world. These Program Guidelines set forth an overview of the policies and procedures for establishing a Donor Advised Fund (“Giving Fund”) and the terms and provisions governing the administration of each Giving Fund.

GiveWise aims to deliver a trusted and inspiring giving experience through a simple and widely accessible platform. GiveWise empowers people of any means to be intentional and informed donors, see the effective change they create, and experience joy with their giving.

All activities of GiveWise and all participation by Donors are subject to these Donor Advised Fund (DAF) Program Guidelines and the policies referenced within the Gift Acceptance and Valuation Policy, Investment Policy Statement, and Terms & Conditions, which can all be viewed at www.givewise.ca under the Policies & Documents section at the bottom of the website.

All prospective Donors should consult their legal, accounting, and/or tax advisors regarding any implications of participation in GiveWise.

GiveWise Foundation Canada is a Canadian Registered Charity #70103 2526 RR 0001.

II. ESTABLISHING & MAINTAINING A GIVING FUND

1. What is a Giving Fund A Giving Fund is a charitable giving account designed to invest, grow, and give assets to charities for meaningful and lasting impact. Consider a Giving Fund to be like a bank account for charitable giving. Once funds are contributed, they are non-refundable, and the Donor receives an immediate tax receipt.

2. Giving Wallet vs Investment Account Giving Funds are comprised of a Giving Wallet and an Investment Account. Funds targeted for immediate distribution should be left as cash (referred to as the Giving Wallet), while those intended to be held for a longer duration or for growth are appropriately invested (referred to as the Investment Account). It is recommended that enough funds be left in the Giving Wallet to satisfy the next three months’ worth of gifts, as well as administration fees. For more information on Investment Accounts, see INVESTMENT ACCOUNT MANAGEMENT.

3. Getting Started A GiveWise Giving Fund can be opened quickly with no cost. Simply visit www.givewise.ca.

4. Username The Username on a Giving Fund comes from the first and last name or Corporate Name entered during the first stage of sign-up. The tax receipt will be issued to this name; therefore, this name must match the source of the donated funds that will populate the fund.

5. Choosing the Fund Name The Donor also chooses a Fund Name, which allows for more flexibility and personalization than the Username. The Fund Name will be included on all grant letters to charities, along with the Username. As an example, the Donor has the option to name their Giving Fund “Our Family Giving” or “The Family Memorial Fund.” This can be changed at any time.

6. Ownership All contributions into a Giving Fund are irrevocable and non-refundable. The GiveWise Board of Directors has ultimate authority and control over all Giving Funds. Each Giving Fund is reflected and recorded as a component fund and is separately identifiable.

7. Annual Disbursement Quota (Annual Gift Requirements) Based on CRA guidelines, every Giving Fund must meet the minimum annual gift requirement of 5% of the balance as at January 1 of a given year. This must be gifted within the calendar year, as established by GiveWise.

8. Giving Fund Roles

   • Donor - The original owner of the asset(s) that has been donated to a GiveWise Giving Fund. Unless the Donor requests that gifts be made anonymously, all gifts to charities will include the donor’s name and email address.

   • Designated Advisor – A financial professional who is nominated by the Donor to perform various functions within the Giving Fund on the Donor’s behalf, such as gifting securities, rebalancing investments, and sending gifts.

   • Successor Donor - An individual who is nominated in the GiveWise account succession plan to act as the Donor when the current Donor/Advisor(s) is deceased or otherwise unable to act due to incapacity or disability.

III. CONTRIBUTING TO YOUR GIVING FUND

1. Contributions There is no minimum balance required to open or maintain a Giving Fund. Donations (referred to as “contributions”) may be made from individuals, donor advised funds, trusts, estates, and other foundations. Contributions to a Donor’s Giving Fund are irrevocable after they are accepted, cleared, and receipted by GiveWise, who retains exclusive legal control over contributions. For full details on regulations and guidelines for contributions, please reference the Gift Acceptance and Valuation Policy.

2. Contribution Acknowledgement & Valuation All cleared contributions will be acknowledged with an email notification and an official tax receipt will be available immediately, if applicable. All official tax receipts for contributions will comply with the Income Tax Act (ITA) and Regulations. GiveWise will follow all CRA and standard practice guidelines for the industry in valuing all outright and deferred contributions.

3. Methods of Contribution GiveWise accepts donations of monies in Canadian dollars by Electronic Funds Transfer (EFT) through Bank Transfer and Interac e-Transfer, cheque, wire transfer, and credit card. Donors receive credit into their Giving Fund for each contribution effective the day the assets are received by GiveWise.

   Other types of contributions may include publicly traded securities, preferred shares, cryptocurrency, real estate, and planned gifts such as a Donor naming GiveWise in their Will. GiveWise recommends that individuals seek Independent Legal Advice (ILA) prior to making any significant outright or deferred gifts.

4. Contributions that Cannot Be Accepted GiveWise reserves the right to decline any contributions. For example, a gift that does not comply with CRA regulations.

5. Timing of Contributions Generally, the date of any contribution is the date on which the asset is received by GiveWise. If the date of the contribution cannot be determined, GiveWise will follow pre-determined guidelines set out in the Gift Acceptance and Valuation Policy.

   A tax receipt at any time through the Donor’s online Giving Fund. Timing of receipt at year end can be critical. Please see schedule below for cut off dates.

Fees for Contributions – GiveWise strives to accepts donations and contributions at no cost to the Donor, however, some types of gifts can be complex and may be charged an Administration Recovery Fee. The tax receipt will be issued for the full value of the donation and the fee is deducted after. Please refer to Appendix I – GiveWise Fees & Fee Structure for a comprehensive list of fees.

IV. GIFTS TO CHARITIES

1. Gifts to Charities (also referred to “grants”) can be made to any registered Canadian charity or qualified donee with a recommended minimum of $20. Gifts can be set up on a one-time or recurring basis.

2. Gift Recommendation Fulfillment Gift recommendations are reviewed for approval within 48 hours of submission, provided there are sufficient funds in the donor’s Giving Wallet, unless additional due diligence is required.

   Grants are issued to charities weekly. To keep administrative costs low, GiveWise sends all funds to charities electronically. Therefore, if a charity has completed the bank setup process, funds should be received by the charity within 9 – 11 business days of approval. If a charity cannot be reached or bank setup is not completed, GiveWise reserves the right to cancel gifts, at which point the funds will be returned to the donor’s Giving Wallet balance for distribution elsewhere.

   It may take up to 30 days for money movements of over $100,000 from existing Giving Funds. Examples include large gift recommendations to charities or investment of existing Giving Fund balances that were not previously invested.

3. Gift Restrictions All gift recommendations are under the exclusive legal control of GiveWise, who reserves the right to refuse a gift recommendation based on legal obligations, tax-exempt status, internal policies, or improper purposes.

   If funds gifted are for an impermissible purpose, remedial action will be taken to have the funds returned. Remediation may require that the Donor make an additional contribution to reimburse GiveWise for any costs incurred as the direct result of the gift.

   Gifts are not permitted if there is personal benefit provided to the Donor or a related person to the Donor. The restrictions for recommended grants are as follows:

   • Dues or membership fees

   • Purchasing tickets to a benefit

   • Purchasing goods at a charitable auction

   • Private benefit for any individual(s)

   • Gifts that are earmarked to support a particular volunteer

   NOTE: Please refer to the CRA guidelines for the full explanation of charitable grant restrictions.

V. SHARE FUNDS WITH OTHERS

1. Sending Share Funds to Others Donors have the privilege of passing on their generosity to others, by using the “Share Funds” feature. By sharing funds, Donors can email funds from their Giving Fund to another person. In order to accept the funds, the recipient must create a GiveWise Giving Fund. If accepted, the funds will be credited to the recipient’s Giving Fund and can then be gifted. As with all charitable funds that have been contributed to GiveWise, the Donor and recipient of the shared funds agree that there is to be no material personal benefit resulting from the use of these funds. The recipient does not receive a tax receipt for these funds, because the sharing Donor will already have been receipted for them.

2. Share Fund Expiration Initiated Share Funds will remain outstanding for 30 days, at which point the transaction will be cancelled and the funds will be returned to the initiating Donor’s Giving Fund.

VI. INVESTMENT ACCOUNT MANAGEMENT

1. Investment of Giving Fund Giving Funds that maintain a balance of more than $25,000 can be invested for tax free growth. A Donor may choose to involve their Financial Advisor, and GiveWise will work with the Financial Advisor to establish the Investment Account.

   If no Financial Advisor is involved and funds are invested by GiveWise on behalf of the donor, Administration Recovery of 1% per annum will be assessed to the Giving Fund.

   Investments should be made with consideration for time horizon for gifting to charities that the Donor has in mind.

   Please note the timeframe for moving funds between an Investment Account and a Giving Wallet may vary. Donors need to allow enough time to have funds converted to their Giving Wallet when planning a Gift Recommendation.

   For further information on investments, please refer to the Investment Policy Statement of GiveWise Foundation.

2. Investment Expenses and Returns All investment-related expenses are assessed from the Investment Account assets, including mutual fund expenses, custodial charges, and trading costs. Invested balances are expressed in dollars and are updated quarterly, reflected as a Net Asset Value (NAV). All increases in the value of the Investment Account are kept in the Donor’s Giving Fund, available for the Donor to gift to charity. These gains are not considered net new donations, and therefore are not tax-receipted. Conversely, any losses incurred in the Investment Account will be reflected in the Donor’s Giving Fund balance and will have no effect on the Donor’s tax receipt.

GiveWise Foundation Canada

(“GW” OR “GiveWise”)

CONFLICT OF INTEREST POLICY & DISCLOSURE

POLICY OVERVIEW:

This Conflict of Interest Policy establishes the standards of conduct that employees, volunteers and Board Directors must meet when acting in GiveWise’s best interest. Its purpose is to ensure the continuance of public support and respect necessary for GW to carry out its charitable mandate and maintain its valuable reputation.

GiveWise Foundation Canada recognizes the importance of protecting its integrity while preserving the rights of employees, volunteers, and directors of the Board of Directors (the “Board Directors”) to participate as private citizens with a multiplicity of interests in the life of the community.

This Conflict of Interest Policy establishes the standards of conduct that employees, volunteers and Board Directors must meet when acting in GW’s best interest. Its purpose is to ensure the continuance of public support and respect necessary for GW to carry out its charitable mandate and maintain its valuable reputation.

A Conflict of Interest is any situation where an individual, or an outside organization which he/she represents or has an interest in, (i) has a competing interest with GW’s activities, whether such interest is actual, potential, perceived, direct, indirect, pecuniary or economic, (ii) furthers his, her or its private interests as a result of information received from, or affiliation with, GW, or (iii) impairs the interests of GW.

EMPLOYEES

The relationship between GiveWise and its employees is founded on trust and commitment. It is expected that an employee’s time, labour, skills and attention will be devoted to the business of GW in accordance with employment agreements and GW’s Human Resources policies.

GW’s property, materials and services will be utilized only as authorized by an employment agreement or otherwise agreed and for the sole purpose of furthering GW’s charitable mandate.

For the avoidance of doubt, participation of employees and volunteers in other businesses, organizations or activities that disadvantage GW in any way will constitute a Conflict of Interest. Employees and volunteers must consult with and fully disclose to their supervisor any circumstances that may give rise to a Conflict of Interest, at the earliest opportunity and prior to engaging in any activities that may give rise to it, including without limitation the following:

• Having a vested interest in an external business which may provide materials or services to GW

• Accepting or soliciting services or materials while making use of the person’s employment or position with GW, for a purpose other than furthering GW’s charitable mandate

• Utilizing Society premises, equipment, services or materials for a purpose other than

• furthering GW’s charitable mandate

• Pursuing private gain over GW’s charitable interests

Employees or volunteers may engage in remunerative employment with another employer, participate in volunteer activity or carry on a business outside their position with GW, without the prior written consent of GW, when:

• It does not interfere with the performance of Society duties.

• It does not bring GW into disrepute.

• There is no related advantage derived from employment with GW.

• There is no related representation of GW or its public positions or policies It does not involve the use of Society premises, services, equipment, or materials.

Where an employee or volunteer persists in activities that engage a Conflict of Interest or may disadvantage GiveWise, supervisors, as well as such employee or volunteer, will be responsible for informing the Executive Director of such Conflict of Interest.

If GiveWise concludes upon reasonable grounds that an employee or a volunteer failed to disclose a Conflict of Interest or honour the provisions of this Conflict of Interest Policy, appropriate disciplinary and corrective action may be taken against such employee or volunteer, including without limitation, if the Conflict of Interest is a material one, termination of employment.

Employees and volunteers will confirm in writing that they have received and read this Conflict of Interest Policy before performing any work or services for GW.

BOARD DIRECTORS

Board Directors will disclose to the Board of Directors any circumstances that may give rise to a Conflict of Interest, at the earliest opportunity and prior to engaging in any activities that may give rise to it, including without limitation the following:

• Having a vested interest in an external business that may provide materials or services to GW

• Being offered and accepting services or materials as a result of their membership on the Board

• Making use of their membership on the Board to solicit services or materials for personal gain

• Utilizing Society equipment, services or materials to benefit an external business

• Pursuing personal gain as a priority over the interests of GW in the context of serving on the Board

If GiveWise has reasonable cause to believe that a Board Member has failed to disclose a Conflict of Interest, the individual shall be informed of the basis for such belief and be afforded an opportunity to explain the alleged failure to disclose.

If GiveWise concludes upon reasonable grounds that a Board Member failed to disclose a Conflict of Interest or honour the provisions of this Conflict of Interest Policy, appropriate disciplinary and corrective action may be taken against such Board Member, including without limitation the exclusion from a discussion or a meeting, the recusal from voting on an issue, or, in the case of a material Conflict of Interest, the removal as a director of the Board of Directors.

If a Board Member has a Conflict of Interest the Board Member may not vote in respect of the issue, and if requested by the Board of Directors may be excluded from a discussion or meeting in respect of the issue.

Board Directors will confirm in writing that they have received and read this Conflict of Interest Policy at the first meeting of the Board of Directors following their election.

____________________________ __________________________________ ______________

EMPLOYEE / DIRECTOR NAME EMPLOYEE / DIRECTOR SIGNATURE DATE SIGNED

____________________________ __________________________________ ______________

AUTHORIZING OFFICER NAME AUTHORIZING OFFICER SIGNATURE DATE SIGNED

POLICY CONTROL:

• Initial Ratification Date:

• Current Version: 2023.05.25

• Date Policy Approved:

• Date for Review:

Download the document here:

TERMS & CONDITIONS Version: 23 June 2023

GiveWise Foundation Canada

(“GWFC” OR “GiveWise”)

TERMS & CONDITIONS

I. About these Terms

Please read these terms and conditions of use (“Terms”) carefully. These Terms are a binding agreement between you and GiveWise Foundation Canada (“GiveWise,” “we,” “our,” or “us”). These Terms govern your use of our websites, their subdomains, and any of our other websites or mobile applications referencing, embedding, or linking to these Terms, including our website located at www.givewise.ca (collectively, our “Sites”). You hereby acknowledge and agree that these Terms are supported by reasonable, valuable, and sufficient consideration, and you acknowledge the receipt of such consideration.

BY USING ANY OF OUR SITES, YOU ARE STATING THAT YOU HAVE READ AND UNDERSTAND, AND AGREE TO BE BOUND BY, THESE TERMS (WHETHER OR NOT YOU CONFIRM YOUR AGREEMENT, SUCH AS BY CLICKING “I AGREE”). IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO USE ANY OF OUR SITES.

II. Permitted Users

Our Sites are not intended for individuals who are less than age 19 years old. If you are not at least 19 years of age, you are not permitted to use our Sites except with the permission and supervision of your parent or legal guardian. If a minor is using the Sites, you represent that you are the minor user’s parent or legal guardian and that you voluntarily grant permission for him/her to use the Sites. You acknowledge that you are agreeing to these Terms on behalf of the minor and that they shall be bound by all the Terms. You also acknowledge that: (a) You have spoken to the minor about use of the Sites; (b) the minor understands and appreciates the risks of using the Sites; and (c) the minor is voluntarily participating.

At this time, our Sites are intended for use only by residents of Canada. If you are not a resident of Canada you are not permitted to use our Sites. We reserve the right to limit the availability of our Sites, in whole or in part, to any person, geographic area, or jurisdiction we choose, at any time and in our sole discretion.

If you are using our Sites on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. Nothing in these Terms & Conditions shall be deemed to confer any third-party rights or benefits.

III. Related Agreements

Our use of personal information collected from and about you in connection with your use of the Site is governed by our privacy policy (“Privacy Policy”). The Privacy Policy forms part of these Terms of Service. By agreeing to these , you also give your consent to the Privacy Policy, located at .

Some of our Sites, or portions of our Sites, may be subject to additional terms (“Additional Terms”), which will be described in separate policies posted on the applicable Sites. Any Additional Terms will supplement these Terms. In the event of any conflict between these Terms and the Additional Terms, the Additional Terms will control with respect to the specific Sites, or portions thereof, subject to the Additional Terms.

IV. Your Contribution

When you make a contribution to GiveWise (“Contribution(s)”), we will keep track of your Contributions which we collectively refer to as your “Giving Fund”. In order for a Contribution to be eligible for a tax receipt, the source of funds must match the User Name of the Giving Fund, as this is what populates on the tax receipt. You (or one or more advisors designated by you) can recommend that GiveWise make a gift to a particular charity or charitable project in the amount of your Contribution (less applicable fees, as set forth below). By making such recommendation, you certify that the gift will not be used to confer a personal or more than incidental benefit on you, any member of your family, or any entity affiliated with or controlled by you. By using our Sites, you also certify that no gifts recommended by you will be made to satisfy charitable pledges, for participation in fund-raising events or raffles, or to pay for goods or services received by you, your family member(s) or any other person.

We make every effort to disburse Contributions in accordance with your or your advisor’s recommendation, provided that the charity or project is approved by GiveWise. However, as required by law, your or your advisor’s recommendation is not binding on us, and all Contributions to GiveWise in your Giving Fund are our property, subject to our exclusive legal control, and dedicated to furthering GiveWise’s charitable purposes. This control includes, but is not limited to the disbursement of Contributions from inactive Giving Funds.

In the event that your Giving Fund is inactive for at least 24 months, GiveWise may disburse your Giving Fund to any charity or project approved by GiveWise, without further notice to you or recommendation from you.

Unless you or your advisor elect to have the gift to the recommended charity made anonymously, we will notify the recipient charity that the gift was made on your or your advisor’s recommendation, and we may provide the charity with your name, email address, and physical address (if on file), and the name of the Giving Fund from which the gift was made.

V. About the Charities and Projects on Our Sites

Our Sites contain information regarding various charities and specific projects of those charities that are eligible to receive grants from GiveWise through donor contributions and recommendations made via the Sites. Our Sites may highlight specific charities from time-to-time for informational purposes only. Nothing on our Sites constitutes a solicitation of donations to any charity or project, or an endorsement of any charity or project. GiveWise will only provide information on charities and projects approved by GiveWise.

All other information regarding the charities and projects featured on our Sites – including budgets, schedules, activities, and results – is provided by the charities themselves and not independently verified by GiveWise. Such information may be updated or revised at any time, without notice to you, and we reserve the right to edit or remove any content on our Sites at any time. GiveWise assumes no responsibility or liability for the accuracy or completeness of such information.

VI. Contribution Procedures and Fees

1. Generally. Contributions to your Giving Fund can be made electronically (credit card, Interac eTransfer, or electronic fund transfers ("EFT") direct payments), manually (personal cheque or wire transfer) or through pre-arranged transfer of asset (marketable securities etc.) Contributions are final once submitted, but processing times may vary. If you set up a recurring contribution, the first contribution will be charged either at the time of set-up or on a specific date laid out by you, and the next contribution will occur at the interval you elect. You may remove any payment method you set up on our Sites at any time. Removing a payment method will cancel any recurring contributions associated with that payment type that have not been initiated at the time of removal, and will delete that payment method from your list of options for contributing.

All eligible contributions will be added to a Year To Date Tax Receipt available for download anytime through your Giving Fund. Users without Giving Fund accounts will receive an electronic receipt for each completed contribution you make, which should be kept for your tax records.

1. EFT Transfers. If you contribute to your Giving Fund via EFT transfer, you hereby accept and fully agree to the authorization we offer via our Sites and through which you contribute to GiveWise as being fully compliant with all necessary regulations for EFT Direct Payments. You also affirm that you are fully authorized to provide approval for EFT transactions against the account provided to GiveWise when contributing via our Sites.

You further understand that any and all EFT authorizations will remain in full force and effect until you notify us in writing that you wish to revoke this authorization. You understand that we require at least 30 days prior notice in order to cancel this authorization. If the payment is rejected due to Non-Sufficient Funds (“NSF”), you understand that we may attempt to process the transaction again within thirty (30) days, in accordance with banking re-presentment guidelines, and you agree to an additional $30.00 charge for each attempt that is returned due to NSF, which will be initiated as a separate transaction from the authorized payment. If future credit transactions are required, you agree that verbal approval shall be sufficient to authorize said credit(s) to your account. You also agree that some natural delays in EFT may occur, however, normal refund timing will make the EFT credit available in five (5) to seven (7) business days.

1. Fees. For each Contribution to your Giving Fund, you acknowledge and agree that GiveWise has the right to deduct from your contribution any processing fees that are incurred. Deductions are made from the Fund Balance and will not affect the tax receipt.

2. Refunds. Like any other charitable donation, for your Contribution to a Giving Fund to be tax deductible, your Contribution must be completed and final once submitted. We will not refund any Contributions directly to you or any donor.

   If you recommend a grant from your Giving Fund to a project, and that project is cancelled before the grant is made, we will cancel and attribute the funds back to your Giving Fund for a new recommendation. Similarly, if a charity or charitable project that you or your advisor recommend is no longer able to receive grants via our Sites, then we will attribute the funds back to your Giving Fund for a new recommendation.

VII. Your Giving Fund

To use our Sites, you will be required to establish an account with a username and password. Any and all accounts you create to use our Sites shall be used to make Contributions and in the aggregate will comprise your “Giving Fund” (as defined above). By establishing your Giving Fund, you represent and warrant that the information you provide is accurate and complete in all respects, and you agree to keep such information at all times complete, accurate, and up-to-date. You are responsible for maintaining the confidentiality of your username and password for your Giving Fund, and you are solely responsible for all activities and contributions that occur under your Giving Fund. We reserve the right to require you to alter your password if we believe that your Giving Fund is no longer secure.

Once an account is established, the associated email address will be added to an email distribution list from which all users have the capability to unsubscribe at any time. We are not responsible for any information that is not received by the account holder due to removal from mailing list.

1. Investment Accounts. Use of Investment Accounts within your Giving Fund is governed by our Investment Policy Statement (“Investment Policy”). The Investment Policy forms part of these Terms of Service.

2. Shared Funds. You may transfer funds from your Giving Fund to the Giving Fund of another person. Anyone who has not yet created a GiveWise Giving Fund will need to do so before they can accept the funds. Any shared funds that have not been accepted by the recipient after 30 days will be returned to the Giving Fund from which they were transferred. Recipients may only give funds to charities and projects approved by GiveWise in accordance with these Terms. Recipients may also share funds with another Giving Fund.

VIII. Electronic Communications Notice

When you use our Sites or send emails to us, you agree and consent to receiving communications from GiveWise electronically. We may communicate with you by email or posting notices on the applicable Site. You may update your information for notice purposes by logging in to your Giving Fund. You agree that all agreements and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. If you have a printer, you may print paper copies of any such communications for your own use. If you wish to withdraw your consent for us to communicate with you electronically, you will no longer be able to make recommendations regarding your Giving Fund, and you may not use our Sites.

In addition, when you sign up for our mobile application, you consent to receiving push notifications from us via that application. Please contact us to opt out of receiving such communications.

IX. Unauthorized Use of Your Giving Fund

GiveWise will never ask you to provide all of your Giving Fund payment details by email or phone.

If you become aware of fraudulent use of your credit card or any other payment method you use on our Sites, you must notify your provider in accordance with its reporting rules.

X. Forums

We may permit you and other users of our Sites, including the charities on our Sites, to communicate with each other through and post information on our Sites. This functionality may include profiles, bulletin boards, message boards, chats, and the like (each, a “Forum”). We do not control or endorse, and we are not responsible for, user content of any kind posted by Site users (including GiveWise employees and the charities featured on our Sites). You acknowledge and agree that GiveWise cannot control use or misuse by others of information you post to our Sites.

IN NO EVENT WILL GIVEWISE BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY (A) YOUR RELIANCE ON FORUM CONTENT, OR (B) USE OR MISUSE BY ANY SITE USER OR THIRD PARTY OF ANY CONTENT THAT YOU POST OR MAKE AVAILABLE IN CONNECTION WITH YOUR USE OF THE SITE, WHETHER TO A FORUM OR OTHERWISE.

XI. Your Conduct

You agree not to use any of our Sites or the content available on our Sites: (a) in violation of these Terms or any Law; (b) for any commercial purpose; (c) to transmit any information or other material that is abusive, tortious, defamatory, discriminatory, obscene, inciting of unlawful conduct, invasive of another’s privacy, hateful, false, misleading, or otherwise objectionable in our sole discretion, or to harass or harm another individual; (d) to transmit any unsolicited or unauthorized advertising, promotional materials, or other “spam”; (e) to conduct any lotteries, contests, sweepstakes or the like; (f) to transmit any material that contains adware, malware, spyware, software viruses, or any other harmful code; (g) to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (h) to interfere with or disrupt any of our Sites or any networks used by us; (i) to infringe, misappropriate, or otherwise violate any intellectual property or other proprietary rights of a third party; or (j) to engage in, support, or promote violence, terrorist activity, related training of any kind, or money laundering, whether directly or indirectly through support of, or cooperation with, other persons and organizations engaged in such activities.

XII. Our Content and Proprietary Rights

As between you and us, we own all right, title and interest (including all proprietary rights) in and to the our Sites and the content on our Sites (“Our Content”), including all text, content, graphics, interfaces, code and materials, the look and feel, selection and arrangement, design, and organization of our Sites, and the compilation of the content, code, data, and materials on the Sites and services, and any improvements or updates to any of the foregoing, but excluding Your Content and Third Party Content (defined below). Our Content is protected under Canadian and international copyright laws and is subject to other intellectual property and proprietary rights and Laws. In addition, the “GiveWise” names and logos as well as certain other of the names, logos, and materials displayed in or through our Sites are the trademarks, trade names, service marks, or logos (collectively, the “Marks”) of us, our licensors, affiliates, content providers, or other entities. Ownership of the Marks and the goodwill associated with them remains with us or those other entities. Nothing on our Sites shall be construed as granting to you, by implication, estoppel, or otherwise, any license or right to use the Marks.

You are not authorized to use any of Our Content or the Marks other than as expressly provided in these Terms. In particular, you are not authorized to copy, scrape, commercially exploit, or make derivative works of any of Our Content. You must abide by all rights notices, information, or restrictions contained in or attached to any of Our Content and must not remove any trademark, copyright, or other notice from our Sites or any of Our Content.

XIII. Third Party Content and Services

1. No Responsibility for Third Party Content.

   Users of our Sites (including you), and other persons and entities other than us, may post content or submit material (collectively, “Third Party Content”) to our Sites. We do not control any Third Party Content on our Sites. Any opinions, advice, statements, views, positions, services, offers, or other Third Party Content expressed or made available on our Sites are solely those of the respective authors or distributors, and do not necessarily reflect our opinions, views, or position. We take no responsibility, do not endorse, and assume no liability for any Third Party Content. You use or rely on Third Party Content at your own risk. Although we have no obligation to screen, edit, or monitor Third Party Content, we reserve the right to remove without notice any content on our Sites, at our sole discretion.

2. No Responsibility for Third Party Services.

   Portions of our Sites may allow you to use third party products and services, and our Sites may contain links to third party websites or resources (collectively “Third Party Services”). Your use of Third Party Services is subject to the license agreements, terms and conditions, privacy policies, and other policies and agreements applicable to such Third Party Services. Except as expressly stated by us, we do not approve or endorse any Third Party Services, their content, or any views expressed on any Third Party Service. We have no responsibility or liability to you for any Third Party Services.

3. Your Content.

   If you post content or submit information or material to any of our Sites (such content or material, “Your Content”), you will retain ownership rights in that content. By posting or otherwise submitting Your Content to our Sites, however, you grant us a nonexclusive, royalty-free, worldwide, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display Your Content throughout the world in any media, in connection with furthering GiveWise’s charitable and educational purposes. You grant us and our sublicensees the right to use the name and other biographical information that you submit in connection with Your Content, if we or they choose. You represent and warrant that: (i) you own or otherwise control all of the rights to the content that you post; (ii) Your Content is accurate; (iii) neither Your Content nor your posting or submission of Your Content violates any of these Terms, including without limitation the prohibitions on use of our Sites set forth above; and (iv) neither Your Content nor your posting or submission of Your Content will cause injury to any person or entity. You understand that if you include any personal information in Your Content you post on our Sites, that information may be visible to other users of our Sites, and you hereby authorize us to publish such personal information. We have the right but not the obligation to monitor and edit or remove any content from our Sites, at our sole discretion.

4. Feedback.

   If Your Content includes any suggestions, ideas, or other feedback about us or our Sites (your “Submission”): (i) you grant us all necessary rights to use your Submission; (ii) you acknowledge and agree that we are free to use and otherwise act on your Submission with no financial, credit, or other obligation whatsoever to you, but we are not obligated to use your Submission in any way; (iii) you acknowledge and agree that we are not obligated to keep your Submission confidential; and (iv) you represent that your Submission is entirely your original work.

XIV. Claims for Copyright Infringement

XV. No Tax Advice

GiveWise is not an accounting, taxation or financial advisor, and you should not rely on information given on our Sites to determine the accounting, tax or financial consequences of making a contribution to GiveWise. We strongly recommend that you consult your own adviser(s) about any accounting, taxation or financial consequences that may affect you.

XVI. Warranty Disclaimer

GIVEWISE DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO OUR SERVICES AND NUMEROUS FACTORS OUTSIDE OF GIVEWISE’S CONTROL MAY AFFECT THE OPERATION OF OUR SITES. YOU UNDERSTAND AND AGREE THAT USE OF ANY OF OUR SITES, OUR CONTENT, ANY THIRD PARTY CONTENT, OR ANY THIRD PARTY SERVICES IS AT YOUR SOLE RISK. OUR SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. GIVEWISE HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, IN RELATION TO OUR SITES, OUR CONTENT, ANY THIRD PARTY CONTENT, OR ANY THIRD PARTY SERVICES (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE). IN PARTICULAR, GIVEWISE DOES NOT REPRESENT OR WARRANT THAT ANY INFORMATION OR OTHER CONTENT OBTAINED OR VIEWED BY YOU AS A RESULT OF YOUR USE OF OUR SITES WILL BE ACCURATE OR RELIABLE, THAT THE SITES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT YOUR USE OF THE SITES WILL BE UNINTERRUPTED OR ERROR FREE. GIVEWISE HEREBY DISCLAIMS ALL EQUITABLE INDEMNITIES.

XVII. Disclaimer of Liability

In this agreement, the term “Releasees” includes GiveWise and its affiliates and each of their present and future officers, directors, employees, agents, contractors, representatives, successors and assigns.

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE RELEASEES SHALL NOT BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PERSONAL INJURY/ WRONGFUL DEATH, PUNITIVE, OR EXEMPLARY DAMAGES, (EVEN IF THE RELEASEES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES) INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM OR RELATED TO: (A) YOUR USE OF OR INABILITY TO USE ANY OF OUR SITES; (B) ANY OF OUR CONTENT, ANY THIRD PARTY CONTENT, OR ANY THIRD PARTY SERVICES AVAILABLE THROUGH ANY OF OUR SITES; (C) THE CONDUCT OF ANY PERSON THAT BROWSES, RAISES FUNDS OR CONTRIBUTES THROUGH OUR SITES; OR (D) ANY ERROR IN JUDGEMENT OR FOR ANY ACT OR OMISSION OR COMMISSION NOT AMOUNTING TO ACTUAL FRAUD IN THE MANAGEMENT AND ADMINISTRATION OF THE GIVING FUND OR GENERAL FUND ACCOUNT. SHOULD THE RELEASEES BE FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY NOTWITHSTANDING THE FOREGOING, SUCH LIABILITY WILL NOT EXCEED CAD$100.00 IN THE AGGREGATE.

XVIII. Indemnity

You agree to indemnify, defend, and hold harmless the Releasees from any and all actions, causes of action, claims, suits, debts, contracts, complaints, demands, damages, interest, costs, expenses and compensation of whatsoever kind (including reasonable attorneys’ fees) however arising, whether in law or equity, whether at common law, under any legislation or otherwise, whether known or unknown, arising from or relating to (a) your use of, or activities in connection with, our Sites; (b) Your Content, including any actual or alleged infringement by Your Content of any third party’s proprietary rights; or (c) your (or anyone using your Giving Fund’s) violation of these Terms. GiveWise reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with GiveWise’s defense of such claim.

Furthermore, by using our sites you hereby irrevocably waive and release the Releasees from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you may have with any other user of our Sites.

XIX. Arbitration

You acknowledge and agree that, if a claim, controversy, complaint, or dispute between you and GiveWise arises out of or relates to these Terms, the interpretation of these Terms, or any breach or alleged breach of these Terms (“Dispute”), that Dispute shall be settled by confidential arbitration in accordance with the then-current commercial arbitration rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Any such arbitration shall be held in Vancouver, British Columbia, unless you and GiveWise mutually agree otherwise, and any and all costs and expenses you incur in connection with that arbitration shall be your sole responsibility. Notwithstanding the foregoing, GiveWise shall not be precluded at any time from seeking an injunction against you for infringement of its intellectual property rights or breaches of confidentiality.

XX. Updates

We may change the format, function, and/or content of our Sites from time to time, at our sole discretion. We can delete or suspend any charity or project featured on our Sites in our sole discretion. We reserve the right to update these Terms at any time. Any updates will be posted on our Sites and will apply to your use of our Sites after the time of such posting. If any change or update is unacceptable to you, your only recourse is to terminate your use of our Sites. By continuing to use our Sites, you agree to the updated Terms.

XXI. Termination and Cancellation

We reserve the right to refuse service, terminate accounts, remove or edit content, or modify or discontinue any of our Sites in our sole discretion. We may terminate, suspend, or modify your Giving Fund and/or your access to, registration with, or ability to use all or part of any of our Sites, without notice, if you violate these Terms or you engage in any conduct that we, in our sole discretion, believe is in violation of any applicable Law or is otherwise harmful to our interests or the interests of any other user of any of our Sites, or any third party.

XXII. Governing Law

These Terms are governed by the laws of the Province of British Columbia and the laws of Canada applicable therein, without regard to any conflicts of laws principles. Any injunctive or other urgent relief arising out of or relating to these Terms or your use of any of our Sites will be brought in the Supreme Court of British Columbia. We and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose and waive any objection to such courts on any basis, including without limitation improper venue or inconvenience of the forum.

In addition, our Sites are controlled and operated by us from our offices within Canada and are not intended to subject us to the laws or jurisdictions of any state, country, or territory other than Canada. You are solely responsible for complying with all applicable local, state, federal, national, provincial, foreign, and international statutes, treaties, regulations, rules, orders, and other laws (each, a “Law”) with respect to your access and use of our Sites.

XXII. Miscellaneous

These Terms, together with the Privacy Policy and any other Additional Terms, constitute the entire and exclusive agreement between us with respect to their subject matter, and govern your use of our Sites, superseding any prior agreements or negotiations between us with respect to that subject matter. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to our intentions as reflected in the provision, and that the other provisions of these Terms remain in full force and effect. We may sell, transfer or otherwise share some or all of our assets, including your personal information and Submissions, in connection with a merger, acquisition, reorganization or sale of assets or in the event of bankruptcy. The provisions of these Terms regarding your Giving Fund, Our Content and Proprietary Rights, Third Party Content and Services, Forums, No Tax Advice, Warranty Disclaimer, Disclaimer of Liability, Indemnity, Arbitration, and Governing Law shall survive your cessation of use of our Sites. The term “including” or “includes” as used in these Terms means including, without limiting the generality of any preceding description. The section titles in these Terms are for convenience only and have no legal or contractual effect. YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SITES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED

POLICY CONTROL:

• Initial Ratification Date: 2018.10

• Current Version: 2023.06.23

• Date Policy Approved: 2023.06.23

• Date for Review:2025.06.23

PRIVACY POLICY (WEBSITE) Version: 23 June 2023

GiveWise Foundation Canada

(“GWFC” OR “GiveWise”)

PRIVACY POLICY (WEBSITE)

I. PURPOSE & SCOPE

The purpose of this Privacy Policy (“Policy”) is to inform you of the personal information that GiveWise Foundation Canada, and its parents, subsidiaries and affiliates (the “Foundation”, “we”, “our”, or “us”), may collect from you when visiting or using the Foundation websites located at https://www.givewise.ca and https://fund.givewise.ca (together, the “Website”), and how we may use and/or disclose that information. We respect the privacy of donors and staff alike, and are committed to managing personal information in accordance with applicable privacy laws and any other applicable legislation.

The Foundation also collects other types of information, including employee personal information, the terms and conditions of which are covered by the Employee Privacy Policy, and is available through our Privacy Officer.

By accessing and continuing to use the Website, you acknowledge the notices in this Policy and you consent to our collection, use and disclosure of your personal information in accordance with this Policy.

II. COLLECTION OF YOUR PERSONAL INFORMATION

In the course of visiting and using the Website, you may provide information to us voluntarily. For example, when you complete the “Quick Connect Form” for general inquiries on the Website, when you sign up for our E-Newsletter, when you sign up for a Giving Fund (“Account”), or when you e-mail us for information about the Foundation. We collect the personal information to provide you with the information, updates or service that you have requested, as applicable.

During your use of the Website, you may be asked to provide personal information such as your name, e-mail address, telephone number, Account username, and account password information. If you sign up for an Account, then you may be asked to provide financial information for the purpose of facilitating your contribution to a Giving Fund. At that time, you may choose not to provide certain requested personal information, but this may affect your ability to use certain services provided by the Foundation or access or use certain sections of the Website.

We automatically collect certain non-personally identifiable information from visitors to the Website, such as:

1. the web browser and operating system you are using;

2. the date and time of your visit;

3. the sections of the Website you visit, as well as the pages read and the images viewed;

4. if you were on another website before visiting the Website and if that website referred you to our Website, the URL (web address) of that previous website; and

5. the Internet Protocol (IP) address of your Internet Service Provider.

We do not link any of the above information with information that is personally identifiable to you. We collect this data in an aggregate format for a number of reasons, including to understand the traffic on our Website, how it is used, and how we can improve it. For example, the information about our visitors' browsers tells us what kind of browsers we need to support. Other information lets us know how many visitors come to our site and what sections are the most popular. We do not share this aggregate data with third parties except for the possible use of web analytics companies as described below.

Like most websites, our Website uses “cookies”. A cookie is a commonly used piece of software that tracks user activity on the Website and is capable of enhancing your visit to the site. Cookies enable our Website to save and retrieve information that you enter (for example, user language preference). Cookies may remain on your computer after you leave the Website (until the cookie expires or is deleted by you). You can disable cookies by adjusting the settings on your internet browser, however, disabling cookies may affect your ability to access some pages on the Website.

The Foundation uses Google Analytics to track and analyse your use of the Website and to improve users’ online experience. Google Analytics captures a limited amount of data (including the IP address of the computer, device or network being used to access the pages). This data is used for aggregate reporting purposes. None of this data is used by the Foundation or its service providers to identify you. Google Analytics may use cookies and other tracking technologies to perform their services. To learn more about how Google uses data when you use a partner's site or app please visit: https://policies.google.com/technologies/partner-sites

III. USE OF YOUR PERSONAL INFORMATION

Personal information will only be used to fulfill the purpose for which it was originally collected, or for a use consistent with that purpose, unless you expressly consent otherwise. The Foundation may contact you to inform you about products or services in different ways including by mail, e-mail, telephone, or other means to which you have agreed. The Foundation may use the personal information that it collects for the following purposes:

1. To contact and correspond with you regarding your use of the Website;

2. To send you information about the Foundation’s services, including updates about our projects, news about the Foundation, announcements, event invitations, and other information that we think may interest you, and for other marketing purposes (see below for information on how to “opt-out” of receiving certain communications from us),

3. To respond to specific requests and inquiries from you, including to provide you with information and services that you request such as our newsletter, publications, project updates, events information;

4. To process suggestions and comments provided by you;

5. To improve our Website services;

6. To administer our Website and protect the security of the Website when necessary;

7. To facilitate and process your contribution(s) to a Giving Fund;

8. To issue you with a tax receipt for your contribution(s);

9. To facilitate such other services and activities, as we may identify at the time;

10. To investigate a breach of the terms of use of the Website; and

11. To meet legal and regulatory requirements.

If you provide the Foundation with your e-mail address and “opt-in” to receiving messages from us via the e-mail address provided, you may receive electronic communications from us from time to time. In order to send you electronic communications, your information may be shared with a third party such as a marketing and communications company. These electronic communications will provide you with our contact information and a method to opt-out and unsubscribe from receiving marketing information and/or any further communications from us. You can also opt-out of receiving further communications from the Foundation by adjusting your e-mail preferences in your Account, or by contacting the Privacy Officer via one of the methods noted below.

IV. DISCLOSURE OF YOUR PERSONAL INFORMATION

Service providers

The Foundation may disclose certain personal information to third party service providers (including affiliates of the Foundation acting in that capacity), to carry out work on behalf of the Foundation. This may include your name, e-mail address, and financial information. Currently, the Foundation uses third party service providers for providing management services, website server hosting, data storage solutions, sending out electronic communications, payment processing services, and managing digital content.

The third party service providers will have access to personal information needed to perform their functions, but are only provided the limited amount of information required to perform their services. When the Foundation uses third party service providers, it requires the providers to protect your personal information in accordance with the law and with the same or more stringent security and privacy standards than the Foundation. Any such disclosure of your personal information by the Foundation to a third party service provider will be conditional upon the information being used solely for the purpose for which it has been disclosed.

The Foundation uses certain service providers that are located outside Canada, which means that your personal information may be subject to being stored and accessed pursuant to the laws of the United States of America. If you have any questions about the Foundation’s policies and practices with respect to service providers outside of Canada, including their collection, use, disclosure, and storage of personal information, you can contact the Foundation’s Privacy Officer at the contact information listed below.

Disclosure to other third parties

With the exception of our third party service providers, the Foundation will only share your personal information outside the Foundation with your consent, where we use it to provide you with products and services you request, or where otherwise lawfully permitted or required to. For example, when it is required to provide you with the information or services that you request such as project information (in which case we will consider you to have given implied consent).

Unless you choose to make an anonymous gift (by selecting this option when you make the gift), we will disclose your name, email address, and the amount of your gift to the charity or project you choose to give to.

The Foundation may also disclose your personal information where authorized or required by law. For example, we may disclose your personal information to comply with a subpoena, in response to a law enforcement body with the lawful authority to obtain the information, pursuant to an investigation into the breach of a law, or to our legal counsel.

V. PROTECTION & RETENTION OF YOUR PERSONAL INFORMATION

The Foundation takes reasonable steps to protect your personal information. We use security arrangements to protect against unauthorized access, collection, use, disclosure, and disposal, in a manner appropriate to the sensitivity of the information. The Foundation’s employees, independent contractors, and volunteers with access to personal information are required to respect the confidentiality of such information.

The Website may include links to external websites. Once you leave the Website, this Policy does not apply. The Foundation is not responsible for the privacy practices, collection of personal information, or content of external websites.

The Foundation is not responsible for any lost, stolen, or compromised passwords or for any activity on your Account via unauthorized password activity. You should take steps to protect against authorized access to your Account by, for example, choosing a robust password and keeping your login ID and password private.

The Foundation is not responsible for any failure by you to secure your own device and its access to the Internet or your use of public, unsecured networks. The Foundation also is not responsible for any failure by you to eliminate malware. These failures and others can make you vulnerable to privacy breaches and would put you and your data at risk.

Personal information collected by the Foundation will be retained in accordance with applicable privacy legislation and in accordance with the Foundation’s document retention policies. If personal information has been used to make a decision concerning an individual, the Foundation will keep the personal information for at least one year and, if necessary, a reasonably sufficient additional period to allow the individual to have access to the information after the decision has been made.

VI. ACCESS, QUESTIONS, OR CONCERNS

It is your responsibility to provide any updates to your personal information to the Foundation in writing. You may request access to your personal information and/or correction of that information by contacting the Foundation in writing at the contact information noted below, with sufficient detail to enable the Foundation to identify the personal information being sought. When you contact the Foundation, we may ask for further information to confirm your identity and the nature of the information being sought.

Except for employee personal information, the Foundation may charge a reasonable fee according to the cost required to retrieve and provide the requested information. The Foundation may provide an estimate of the fee in advance and in some cases, will require a deposit for all or part of the fee.

Within 30 days of the request, the Foundation will provide you with access to the requested information. If the Foundation is seeking an extension in order to respond to your request, it will provide you with written notice of the extension. Please note that in some cases, the Foundation may not provide access to personal information that it holds about you, such as where the denial of access is authorized by law. There are also cases where the Foundation is legally required to refuse access to personal information, such as where disclosure could reasonably be expected to threaten the safety or physical or mental health of an individual. If the Foundation denies your request for access to personal information, it will advise you of the reason for the refusal, and will provide the name, title, and contact information of the designated person who can address the refusal.

The Foundation is open about its privacy policies and procedures. Information concerning this Policy and procedures is available from the Foundation’s Privacy Officer, who is responsible for ensuring the Foundation’s compliance with this Policy. You can contact the Privacy Officer using any of the methods listed below:

Telephone: 604.302.1760

E-mail: privacy@givewise.ca

VII. CHANGES TO THE POLICY

The Foundation may update this Policy from time to time by posting a new version of the Policy on the Website. The Foundation’s collection, use, disclosure, and retention of your personal information will be governed by the version of the Policy in effect at that time. We suggest that you review this Policy periodically.

POLICY CONTROL:

• Initial Ratification Date: 2019.02.14

• Current Version: 2023.06.23

• Date Policy Approved: 2023.06.23

• Date for Review: 2025.06.23