National Mobilization Against Sweatshops Inc

“The organization is a membership organization.”

“Directors shall be elected at the annual meeting of members by a plurality of the votes cast or by membership action without a meeting pursuant to the rules for actions by members as stated in the organization's bylaws.”

“The following governance decisions of the organization were reserved to (or subject to approval by) the organization's membership: 1. Any director can be removed at any time with cause by a majority vote of the members. 2. A majority of votes cast at a meeting of the members is required for any amendment of or change to the certificate of incorporation or a petition for judicial dissolution. 3. Two-thirds of the votes cast at a meeting of the members is required for disposing of all, or substantially all, or of the assets of the corporation, approval of a plan of merger, authorization of a plan of non-judicial dissolution, or revocation of a voluntary dissolution proceeding.”

“Organization's process to review form 990 form 990 is prepared by an independent accounting firm. After review by the management team, an electronic copy is sent to all board members for review and approval. After approval from the board and management team form 990 is e-filed.”

“The organization's conflict of interest policy covers the organization's directors, officers, and employees. The organization's governance committee shall have the jurisdiction to receive disclosures of possible conflict of interest, determine whether a conflict of interest exists, and recommend to the board of directors actions addressing conflicts of interest. If the committee decides by majority vote that a conflict of interest exists, the committee may take one or more of the following actions: 1. By itself, or by delegation to a disinterested person or committee, investigate alternatives to the proposed transaction or arrangement. 2. Determine whether the organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. 3. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, determine by a majority vote whether the transaction or arrangement is in the organization's best interest, for its own benefit, and whether it is fair and reasonable. 4. When the committee has decided upon a recommended course of action, the chair shall report its recommendation to the board of directors, including a recitation of the material facts and a summary of the deliberations of the committee. The board of directors may take such action as it deems appropriate, including, without limitation, requesting futher investigation, deliberation or alternatives from the committee. The committee shall have no power to take on behalf of the organization either with respect to the proposed transaction or as against an interested person who has violated the policy. Periodic reviews are conducted at least annually. Outside experts may be used to conduct periodic reviews, but their use shall not relieve the board of directors of its responsibility for ensuring periodic reviews are conducted.”

“UPON REQUEST”