Project Renewal Inc.

“The organization amended its by-laws to reflect the following changes: article iii section 3.1. Committees of the board- no committee of the board shall have authority as to the following matters: the submission to the member of any action requiring the member's approval under law; the filling of vacancies in the board of trustees or in any committee; the amendment or repeal of these by-laws or the adoption of new by-laws; or the amendment or repeal of any resolution of the board which by its terms shall not be so amendable or repealable. Each committee of the board will consist of three or more trustees then serving on the board of trustees. Article iii, section 3.15. Committees of the corporation. The board of trustees may create one or more committees other than committees of the board to carry out specified, but a committee of the corporation shall not have the authority to bind the board. The members of committees of the corporation need not be trustees article iv,section 4.1. Number and appointment of officers - one person may hold more than one office in the corporation, except that one person may not hold both the offices of chairperson of the board and secretary or president and secretary. Section 4.3. Chairperson of the board - the chairperson of the board of trustees shall no longer be the chief operating officer of the corporation, but shall be the principal officer of the corporation no longer shall have direction of its operation subject to its board of trustees. Article v, conflict of interest policy - the board of trustees have adopted a conflict of interest policy which meets the requirements of the new york not-for-profit corporation law. Article vi, whistleblower policy - the board of trustees have adopted a whistleblower policy which meets the requirements of the new york not-for-profit corporation law.”

“There is one class of members. The sole member of project renewal, inc. Is project renewal fund, inc., a new york not-for-profit corporation. New members must be approved by a unanimous vote of the members.”

“At all meetings of members, the act of a majority of the members present at any meeting at which a quorum is present shall be the act of the members. The property and affairs of the corporation is managed and controlled by the board of directors which is known as the board of trustees. Trustees are divided into terms and are elected into 1, 2, or 3 year terms. The trustees are elected upon the expiration of their term at the annual meeting of members. The persons receiving the greatest number of votes will be the trustees. Any or all directors may be removed for cause by the sole member.”

“Any or all directors may be removed for cause by the sole member. Any by-law adopted by the board may be amended, repealed or altered by the members, and any by law adopted by the members may be amended, repealed or altered by the board, except that the board shall not have the power to adopt any by-law or expand the authorization conferred by any by-law which by statute only the members have the power to so adopt or expand.”

“The form 990 is prepared by a nationally renowned accounting firm in conjunction with the organization's finance department. A draft of the form 990 is reviewed by the organization's cfo and controller, and then presented to the finance committee of the board for review and approval. Upon approval, the form 990 is submitted electronically to the full board of directors for review and comments. When all inquiries are addressed, the organization files the form 990 with the internal revenue service.”

“The board of trustee members receive a copy of the organization's conflict of interest policy annually, and are required to complete and sign a conflict of interest disclosure page. The organization's conflict of interest policy applies to each director, officer and employee of the organization. When the president or any board member feels that a conflict of interest exists or may arise, any uncertainty will be resolved by a full and prompt disclosure of the circumstances to the secretary of the board. Discussions of potential conflicts of interest will be discussed within the board of directors. Officers and employees, other than the president and board members shall discuss any conflict of interest with the president of the corporation or the personnel department. Investigations surrounding conflicts of interest will be documented in records of the board minutes or in the personnel department records. All parties effected by a potential conflict of interest will be excused from the meeting during the board discussion and resolution, as well as all matters that may involve the potential conflict. If, in the opinion of the counsel, a conflict exists relating to an employee, an offer of employment may be temporarily qualified or withdrawn or an employee may be suspended pending the decision.”

“The compensation committee of the board of trustees utilizes a compensation consulting firm to analyze and report on compensation data from the irs form 990s of similar non-profit organizations and to assist in the committee's review and establishment of compensation for the ceo, other key employees and disqualified persons. The discussions, deliberations and decision are recorded in the committee minutes. The process was last conducted in 2014.”

“The form 990 is available for public inspection as required under section 6104 of the internal revenue service code as it is posted on guidestar.org and other similar websites. In addition, forms 990 and 1023, as well as the financial statements, conflict of interest policy, articles of incorporation and by-laws are available upon written request of the organization at 200 varick street, 9th floor, new york, ny 10014, or by calling the organization at 212-620-0340.”

“The organization has a committee that assumes responsibility for oversight of the audit of its financial statements and selection of an independent accountant. This process did not change from the prior year.”