NAHA Whistleblower Policy        

National Association for Holistic Aromatherapy Whistleblower Policy

Table of Contents

1. Purpose ............................................................................................................................2

2. Who May Make a Protected Disclosure .............................................................2

3. Definition of a Protected Disclosure ...................................................................2

3.1 Public Information, Commentary, and Member Complaints .................3

3.2 Preservation of Legal Rights................................................................................3

3.3 Self-Characterization as a Whistleblower.......................................................4

4. How to Report ..............................................................................................................4

5. Confidentiality...............................................................................................................5

6. No Retaliation...............................................................................................................5

7. Investigation .................................................................................................................6

8. Findings, Corrective Action, and Closure............................................................7

9. Knowingly False Reports and Abuse of Process .............................................7

10. Document Preservation .........................................................................................8

11. Relationship to Other NAHA Policies ................................................................8

12. Administration.............................................................................................................9

13. Disclosure.......................................................................................................................9

14. Training...........................................................................................................................9

15. No Contractual Right; Severability.......................................................................9

Attachment A: Whistleblower Policy Plain-Language Summary...................11

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NAHA Whistleblower Policy 

1.   Purpose

The National Association for Holistic Aromatherapy (“NAHA” or the “Association”) is committed to lawful, ethical, transparent, and responsible governance. This Whistleblower Policy (the “Policy”) establishes a process through which directors, officers, employees, contractors, volunteers, and other persons with a reasonable basis for concern may report suspected illegal conduct, financial impropriety, misuse of Association assets, material governance misrepresentations, or serious violations of NAHA policy. It also prohibits retaliation against individuals who make or assist with a Protected Disclosure in good faith.

This Policy is intended to reflect applicable federal and state legal requirements and recognized nonprofit-governance practices, including federal prohibitions concerning retaliation for providing truthful information about possible federal offenses and the intentional destruction, alteration, or concealment of records to obstruct certain federal matters. It is also intended to support NAHA’s affirmative response to IRS Form 990, Part VI, Section B, Line 13, concerning adoption of a written whistleblower policy.

This Policy is not a general member-grievance procedure or a mechanism for obtaining immunity from neutral enforcement of NAHA’s Bylaws, Code of Ethics, or other boardadopted policies; however, NAHA shall not redirect or discipline a person under another procedure when doing so would interfere with protected reporting or constitute retaliation under applicable law or this Policy.

2.   Who May Make a Protected Disclosure

This Policy covers directors, officers, employees, contractors, volunteers, members, and other persons who report conduct involving or affecting NAHA (each, a “Covered Person”). Protection under this Policy is available to a Covered Person who makes a Protected Disclosure as defined in Section 3, assists or participates in good faith in an investigation, or engages in reporting activity protected by applicable law.

3. Definition of a Protected Disclosure

A “Protected Disclosure” is a good faith report by a Covered Person of information that the person reasonably believes concerns:

a. conduct by or affecting NAHA, its assets, governance, finances, personnel, or operations; and

b. may constitute a violation of law or regulation, fraud, misuse of NAHA assets, a material misrepresentation or omission in NAHA’s financial or governance records, a substantial danger to public health or safety, or      a serious violation of NAHA’s Bylaws, Code of Ethics, Conflict of Interest Policy, or other board-adopted policy.

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A report may qualify based on firsthand knowledge, internal or public information, or other information that provides an objectively reasonable basis for the concern. A communication based solely on public information is not excluded if the reporting person identifies facts supporting a reasonable belief that conduct within the scope of this Policy occurred.

For purposes of this Policy, “good faith” means a sincere belief, based on the information reasonably available to the reporting individual, that the reported facts may be true and may concern conduct within the scope of this Policy. Good faith does not require proof, legal certainty, or ultimate substantiation.

For purposes of this Policy, “material” means sufficiently significant that a reasonable nonprofit governing body would consider the matter important in carrying out its fiduciary, legal, financial, or governance responsibilities. An isolated clerical or administrative error that does not affect the substance of a filing ordinarily is not material, although it may warrant correction. An isolated omission, inconsistency, or unchecked field in a Form 990 or other public filing ordinarily is not material if it does not alter the underlying facts or substance of the filing, but repeated errors, an omission affecting a required disclosure, or evidence of intentional misconduct may be material.

3.1   Public Information, Commentary, and Member Complaints

Reviewing, interpreting, questioning, criticizing, or publicly commenting on a public filing or other publicly available information does not, by itself, constitute a Protected Disclosure, but a good faith report identifying facts that support a reasonable belief of conduct described in Section 3 may qualify regardless of whether the supporting information is public. Such communications may be submitted through NAHA’s ordinary member, governance, ethics, election, or administrative channels, as applicable.

The fact that a communication does not qualify as a Protected Disclosure under this Policy does not prevent NAHA from reviewing the underlying issue, correcting an error, providing an explanation, or taking other appropriate action. It also does not establish that the communication is unlawful, defamatory, or otherwise unprotected.

Concerns involving an apparent clerical error, incomplete response, or inconsistency in a publicly filed document ordinarily shall be referred to the Treasurer, the Association’s tax preparer, outside legal counsel, or another qualified and disinterested reviewer for verification and, when appropriate, correction or supplemental explanation.

3.2   Preservation of Legal Rights

Nothing in this Policy is intended to prohibit, restrict, discourage, or penalize any person from communicating truthfully with a government agency, regulator, law-enforcement authority, legal counsel, or other person when such communication is protected or permitted by

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NAHA Whistleblower Policy 

applicable law. Nothing in this Policy limits any right, remedy, privilege, or protection available under federal, state, or local law. NAHA’s determination that a communication does not qualify as a Protected Disclosure under this internal Policy is not a determination that the communication is unlawful, defamatory, or unprotected under applicable law.

3.3   Self-Characterization as a Whistleblower

A person’s own description of themselves, their communications, or their public statements as those of a “whistleblower,” a “protected disclosure,” or similar language does not establish that status. Only the criteria in this Section 3 determine whether a communication is a Protected Disclosure under this Policy. This is true regardless of the forum in which the description is made, including public statements, election or campaign materials, social media, or communications to members or third parties.

Nothing in this Policy prohibits NAHA from making a truthful statement when reasonably necessary to satisfy a legal obligation or protect a material organizational interest, provided that the statement is approved in advance by disinterested decision-makers after consultation with legal counsel, discloses no confidential report or investigative information except as legally required, and is not retaliatory or reasonably likely to deter protected activity. This Section does not limit any right a person has under applicable law, and it does not, by itself, determine whether any statement made by that person is or is not lawful, defamatory, or otherwise protected.

4.   How to Report

A Covered Person may make a Protected Disclosure orally or in writing to any of the following recipients, without being required to follow the listed order, and shall skip any recipient who is the subject of the report or has a conflict requiring recusal:

a. The President of the Board;

b. The Treasurer;

c. The Secretary;

d. The Vice President; or

e. NAHA’s outside legal counsel.

A report shall not be directed to, investigated by, or disclosed in substance to an individual who is the subject of the report or who has a personal, familial, financial, electoral, campaignrelated, or other material conflict of interest concerning the reporting individual, the subject of

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the report, or the matters alleged. The report shall instead be redirected to the next available and disinterested recipient.

For purposes of this Policy, “NAHA’s outside legal counsel” means the outside attorney or law firm designated by the Board to receive reports under this Policy. If no counsel has been designated, designated counsel is unavailable or conflicted, or the report concerns the Board or a majority of its disinterested members, any available disinterested director shall promptly arrange for independent outside counsel or another qualified independent investigator to receive and administer the report.

Reports should be specific and, to the extent reasonably possible, identify the information relied upon and, when relevant and lawfully disclosable, its source, the conduct at issue, the persons or transactions involved, relevant dates, and any supporting records. Anonymous reports may be submitted but may limit NAHA’s ability to investigate fully, assess credibility, or provide follow-up information.

5.   Confidentiality

Reports, the identity of a reporting person, witness information, and investigative materials shall be maintained confidentially and disclosed only to persons with a need to know for purposes of receiving, investigating, responding to, or obtaining professional advice concerning the report, including disclosure to regulators, law enforcement, insurers, or auditors as reasonably necessary for those purposes, or as required by law. Any disclosure shall be limited to the information reasonably necessary for that purpose. Nothing in this Policy requires disclosure of attorney-client privileged or attorney work-product material, and the Review Committee shall take reasonable steps to preserve applicable privileges.

Nothing in this Section prohibits a reporting individual or participant from consulting personal legal counsel, communicating truthfully with a government agency or law-enforcement authority, participating in a legal proceeding, complying with law, or preserving evidence.

No person may disclose confidential investigative information for the purpose of retaliating against another person, intimidating or influencing a witness, interfering with the investigation, prejudicing a fair determination, or obtaining an improper personal, political, or electoral advantage. This paragraph does not restrict truthful communications protected by law.

6.   No Retaliation

NAHA prohibits retaliation against any person who, in good faith, makes or attempts to make a Protected Disclosure; raises, internally or externally, a concern that the person reasonably believes involves conduct described in Section 3; assists or participates in an investigation or proceeding; refuses to participate in conduct the person reasonably believes is unlawful; or otherwise engages in activity protected by applicable law. Retaliation includes termination,

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NAHA Whistleblower Policy 

demotion, suspension, harassment, exclusion from board or committee activity, threats, intimidation, or another materially adverse action taken because of the protected activity.

A person who retaliates in violation of this Policy may be subject to corrective or disciplinary action, up to and including removal from office or termination, subject to NAHA’s Bylaws, applicable contracts, and applicable law, and NAHA may take interim protective measures while a retaliation allegation is investigated.

Protection against retaliation does not create immunity from reasonable investigative steps; neutral enforcement of NAHA’s Bylaws, Code of Ethics, election rules, or other generally applicable policies; legitimate performance management; removal proceedings; or corrective or disciplinary action supported by reasons independent of the Protected Disclosure.

When NAHA contemplates a potentially adverse action against a reporting individual while an investigation remains open, the independent basis for the action shall be documented and reviewed in advance by disinterested decision-makers or outside legal counsel. The filing of a report shall not delay action reasonably necessary to protect NAHA, its members, its records, its assets, or the integrity of an election or investigation, provided the action is not retaliatory and is narrowly tailored to the legitimate need.

7.   Investigation

Upon receipt of a report, the recipient shall promptly preserve the report and refer it only to the disinterested persons reasonably necessary to establish the Review Committee, consulting outside legal counsel when appropriate. The matter shall be reviewed by at least two disinterested decision-makers, by outside legal counsel together with one or more disinterested directors, or, if those structures are unavailable because of conflicts, by independent outside counsel or another qualified independent investigator authorized by the available disinterested directors (the “Review Committee”).

No person who is the subject of the report, a material witness, an active participant in a related election campaign or dispute, or affected by a personal, familial, financial, electoral, campaign-related, or other material conflict of interest may serve on the Review Committee, direct the investigation, receive confidential details beyond what is necessary to respond, or participate in findings or disciplinary decisions.

NAHA shall conduct a timely, objective, and proportionate investigation. The scope of the investigation shall be determined based on the nature, materiality, specificity, credibility, and available support for the allegations. The Review Committee may engage legal counsel, accountants, auditors, investigators, or other qualified professionals as reasonably necessary.

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NAHA Whistleblower Policy 

The reporting individual and the subject of the report may be asked to provide information, identify witnesses, preserve records, or respond to relevant allegations. The subject of the report shall receive a fair opportunity to respond before a final adverse finding is made, unless doing so would violate law or materially compromise the investigation.

The Board shall be kept informed of material developments only to the extent reasonably necessary for the Board to carry out its fiduciary duties. Confidential information shall not be distributed to conflicted directors or more broadly than necessary.

NAHA will endeavor to complete its investigation within sixty (60) days after receipt of a report containing sufficient information to permit investigation and will acknowledge receipt, when practicable, within ten (10) business days. The period may be extended for good cause, including the complexity of the matter, witness availability, the need for professional review, or a related legal or regulatory proceeding. Any extension shall be documented and reported to the disinterested members of the Board.

8.   Findings, Corrective Action, and Closure

At the conclusion of the investigation, the Review Committee shall prepare or approve a confidential written determination describing the allegations reviewed, the material investigative steps, the principal findings, the conclusion reached, and any recommended corrective action. The standard for an internal finding under this Policy is the greater weight of the credible evidence, unless a different standard is required by law or another controlling NAHA policy.

Corrective action may include correction of records or filings, additional controls, training, policy changes, referral to an appropriate authority, restitution, discipline, removal proceedings, or other action consistent with NAHA’s Bylaws, contracts, and applicable law.

The reporting individual may be informed that the review has concluded and, when appropriate, whether responsive action was taken. The reporting individual is not entitled to confidential personnel information, privileged legal advice, deliberative materials, or other information that NAHA is not authorized or required to disclose.

9.   Knowingly False Reports and Abuse of Process

A report is not made in bad faith merely because it is mistaken, incomplete, based on a misunderstanding, or ultimately unsubstantiated. Criticism, disagreement, a mistaken interpretation of a public document, an unsuccessful complaint, or participation in an election or governance dispute, standing alone, does not constitute bad faith. Public description of a communication as a “whistleblower” report does not, by itself, bring that communication within this Section; see Section 3.3.

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NAHA Whistleblower Policy

This Policy does not protect a person who knowingly submits materially false information; fabricates, alters, or knowingly misrepresents evidence; knowingly conceals material information for the purpose of misleading an investigation; impersonates another person; threatens or intimidates a witness; or uses the reporting process primarily to harass another person, obstruct NAHA’s operations, or obtain an improper personal, financial, political, or electoral advantage.

Before discipline may be imposed for abuse of this Policy, NAHA must determine from documented evidence that the individual knowingly engaged in prohibited conduct, and no discipline may be based on a report that was merely mistaken, incomplete, or unsubstantiated. The determination shall be made by disinterested decision-makers after written notice of the alleged abuse and a reasonable opportunity to respond. The subject of the original report, any person accused of retaliation, and any person with a material conflict of interest may not participate in that determination.

A finding under this Section must address abuse of the reporting process itself and may not be based merely on the content or viewpoint of protected criticism, a failure to prove the underlying allegation, or a good faith decision to communicate with a government authority.

10.   Document Preservation

No director, officer, employee, contractor, volunteer, reporting individual, witness, or other participant may destroy, alter, fabricate, conceal, or direct another person to destroy, alter, fabricate, or conceal any document or record with the intent to impede an investigation under this Policy or a related legal or regulatory proceeding. This prohibition applies regardless of whether the investigation or proceeding has formally begun.

Upon receiving notice of a report or reasonably anticipating an investigation, affected persons shall suspend ordinary destruction and preserve potentially relevant paper and electronic records, including emails, messages, financial records, meeting materials, drafts, recordings, and metadata, until the Review Committee or legal counsel issues written notice releasing the preservation hold. The Review Committee or legal counsel shall promptly identify appropriate custodians, issue written preservation instructions proportionate to the matter, suspend conflicting routine-destruction practices, and document any modification or release of the hold. No person who is implicated in the report or materially conflicted may control the scope or release of the hold.

11.   Relationship to Other NAHA Policies

This Policy operates alongside, and does not replace, NAHA’s Conflict of Interest Policy, Bylaws, Code of Ethics, election rules, document-retention requirements, employee policies, or other board-adopted procedures. A matter may be redirected to or addressed under

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NAHA Whistleblower Policy

another policy when it does not qualify as a Protected Disclosure or when another procedure more directly governs the conduct at issue.

Any person who has a conflict of interest with respect to a report, its subject matter, the reporting individual, or a related election or governance dispute must recuse themselves from receiving the report, participating in the investigation, being briefed on confidential details beyond what is necessary, or participating in findings or disciplinary decisions.

A recusal under another NAHA policy is sufficient to require redirection of the report under Section 4, regardless of whether the report directly concerns the conflicted individual.

12.   Administration

The Board is responsible for the administration of this Policy and shall review it periodically. Administration may be delegated to a disinterested committee or outside legal counsel. Questions about whether a report qualifies as a Protected Disclosure should be directed to an available disinterested recipient under Section 4 or to NAHA’s outside legal counsel.

No officer or director may make a unilateral final determination concerning a report in which that person is named, materially involved, or conflicted. Material decisions under this Policy shall be documented in the Association’s confidential records.

13.   Disclosure

This Policy shall be placed on the NAHA website and made reasonably accessible to directors, officers, employees, contractors, volunteers, members, and the public. Public availability of the Policy does not make confidential reports or investigative materials public records of the Association.

14.   Training

Training concerning this Policy shall be provided following its adoption and periodically thereafter, as determined by the Board. Directors, officers, employees, and other persons designated by the Board shall receive or be given access to the Policy and may be required to acknowledge receipt.

15.   No Contractual Right; Severability

This Policy is a governance policy and does not create a contract of employment, continued service, election, appointment, indemnification, or any other contractual right beyond rights established by applicable law, NAHA’s Bylaws, or an express written agreement. NAHA may amend this Policy prospectively by Board action, subject to applicable law.

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If any provision of this Policy is determined to be unlawful or unenforceable, the remaining provisions shall continue in effect to the fullest extent permitted by law.

See Attachment A for a plain-language summary of NAHA’s Whistleblower Policy

Adopted by the NAHA Board of Directors on 09/08/2026.

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NAHA Whistleblower Policy

Attachment A: Whistleblower Policy Plain-Language Summary

This Attachment summarizes the foregoing Whistleblower Policy in plain language for the convenience of members, volunteers, and staff. It does not modify or limit the Policy in any way. If this summary and the body of the Policy differ, the body of the Policy controls.

What This Policy Is For

NAHA wants to know about serious problems inside the organization, such as suspected fraud, misuse of funds, or serious violations of NAHA’s Bylaws or policies, so they can be corrected. This Policy protects people who report those problems in good faith from retaliation.

Who Can Use This Policy

Directors, officers, employees, contractors, volunteers, members, and other persons who report conduct involving or affecting NAHA may use this Policy.

What Counts as a Protected Report

A protected report is a good faith report based on a reasonable belief of illegal conduct, fraud, misuse of NAHA assets, a substantial danger to public health or safety, a material misrepresentation in NAHA records, or a serious violation of NAHA’s governing documents.

a. Reviewing, questioning, or publicly commenting on something already public, such as NAHA’s Form 990 or website, is not by itself a whistleblower report under this Policy. Those comments and questions are welcome, but they go through NAHA’s regular member, election, or governance channels.

b. Calling a statement a “whistleblower disclosure” does not make it one. Whether a report is protected under this Policy depends on what it is, not what it is called.

How to Report

Make your report orally or in writing to any recipient listed below, skipping anyone who is involved or has a conflict of interest. You may contact the President, Treasurer, Secretary, Vice President, or NAHA’s outside legal counsel directly, in any order that works for you, as long as you skip anyone involved or conflicted.

Confidentiality and No Retaliation

Reports are kept confidential to the extent possible. NAHA will not retaliate against anyone who makes or attempts to make a good faith report, assists or participates in an investigation or proceeding, or otherwise engages in activity protected by applicable law. Making a knowingly false report, or using the reporting process to harass someone or gain a personal or electoral advantage, is not protected.

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NAHA Whistleblower Policy

Questions

If you are not sure whether something belongs in a whistleblower report, or you have questions about this Policy, contact any available disinterested recipient identified in Section 4 or NAHA’s outside legal counsel. This Attachment is available together with the full Policy on NAHA’s website.

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