The Paris Review Foundation Inc

“The organization has members, and such members are not divided into classes. They have the right to elect directors, amend by-laws and take all such other acts that members are entitled to take under delaware law.”

“The organization has members, and such members are not divided into classes. They have the right to elect directors, amend by-laws and take all such other acts that members are entitled to take under delaware law.”

“The members have the right to elect or remove directors, increase or decrease the size of the board of directors, fill vacancies on the board of directors and amend the by-laws of the paris review. In addition, the members have the power to take other actions that members are entitled to take under delaware law or under the by-laws of the paris review. The members act by the vote of a majority of the members, unless otherwise required by law. The members can act by written consent of a majority of the members unless otherwise required by law.”

“The members of the board of directors review and approve the 990, and the president reviews and approves all financial results before signing.”

“At the earliest practicable time after becoming aware of an actual or possible conflict of interest on his or her own part or on the part of a family member, every member of the board of directors and each key employee must disclose the existence of the interest that could give rise to a conflict of interest. If the board of directors or a committee has reasonable cause to believe that a covered person has failed to disclose an actual or possible conflict of interest, it must inform that person of the basis for such belief and afford that person an opportunity to explain the alleged failure to disclose. If, after hearing the person's response and after making further investigation as warranted by the circumstances, the board of directors or committee determines the member has failed to disclose an actual or possible conflict of interest, it must take appropriate disciplinary and corrective action. After a covered person discloses his or her interest, he or she may present and discuss the interest, but must leave the meeting of the board or committee during deliberation and voting. The potential conflict is reviewed by the full board of directors or, if the transaction is under consideration by a committee with board-delegated powers, by such committee. Seventy five percent of all disinterested directors entitled to vote on the board or as part of the board-delegated committee, respectively, must determine that no conflict exists in order for the conflict to be cleared. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, 75% of the disinterested directors or committee members entitled to vote must determine that the transaction or arrangement is in the organization's best interest, for its own benefit and that it is fair and reasonable. Beginning in fiscal 2010, every member of the board of directors and the editor in chief is required to complete a yearly questionnaire documenting organizations in which he or she has a material interest, a controlling position, or of which he or she is a director or officer, and disclosing whether he or she has any material interest, direct or indirect, in any transaction to which the organization was or will be a party.”

“In 2018 when the board conducted a public search for the editor of the paris review, it drafted an updated description for the role of the editor and collected information on market practices for compensation and professional development. Upon the appointment of a new editor in 2018, a compensation program was put in place with a base salary and performance compensation, as determined by the board leadership. The editor's total compensation is in line with other not-for-profit, literary and artistic organizations based in new york. A new formal professional development practice was also implemented with regular reviews conducted by the president and the publisher on behalf of the board. Alongside these changes, a review was conducted of the compensation levels (salary and bonus) of other senior staff and adjustments were made to align with market practices. The aforementioned process was used when a new editor was appointed in 2021.”

“These documents are made available upon request.”