Graybeards Ltd.

“No board review was conducted prior to filing the return.”

“(i)interested party transactions: no director or officer of the organization shall have any conflicting interest in any transaction to which graybeards ltd. Is a party, and graybeards ltd. Shall not approve any transaction in which any director or officer has a conflicting interest, unless the board (i) has been made aware of (a) the existence and nature of the conflicting interest and (b) all facts known to such conflicted director or officer respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment about whether or not to proceed with the transaction and (ii) has approved the transaction by a majority vote, excluding the vote of any director having a conflicting interest and of any director who has a familial, financial, professional or employment relationship with any director or officer who has a conflicting interest respecting the transaction. The minutes of the meeting shall reflect compliance with the foregoing provisions. Directors and officers shall avoid any conflicting interests between themselves, on the one hand, and graybeards ltd.. On the other. Any situation that involves, or may reasonably be inferred to involve, a conflicting interests with respect graybeards ltd. Shall be promptly disclosed to the president and the board on an ad hoc basis as the situation arises. For purposes hereof, a "conflicting interest" with respect to a transaction to which graybeards ltd. Is a party shall mean that a director or officer is a party to the transaction or has a beneficial financial interest in or closely linked to the transaction. (ii)all directors and officers, as well as any other staff person requested to do so by the president, shall have an obligation to disclose to the board of directors any transaction, potential transaction or circumstance in which such person has or could have a conflicting interest as defined above in section (i); (iii)in order to facilitate such disclosure, graybeards ltd. Shall distribute annually to all, directors, officers and. Such staff a questionnaire concerning conflicts of interest, and all directors, officers and such staff shall promptly complete and return the same; (iv)in addition to completing such questionnaire, all directors and officers and such other staff shall have an affirmative duty to bring to the attention of the board of directors any other transaction, potential transaction or circumstance in which such person believes he or she may have a conflicting interest or could reasonably be perceived by others to have a conflicting interest; and (v)the president shall designate such members of the board or staff as he shall determine to review the facts and circumstances concerning any transaction, potential transaction or circumstance in which a director, officer or other staff member has or could have a conflicting interest and to recommend to the president any appropriate action.”

“Graybeards makes its form 990 available for public inspection as required under section 6104 of the internal revenue code by posting it on guidestar.org and other similar types of websites. In addition, the form 990 as well as the financial statements and conflict of interet are available upon written request at 129-04 newport avenue, belle harbor, ny 11694 or by calling the organization directly at (718) 634-6812.”