Aftra Industry Cooperative Fund

“The substitution of trustees upon the event of death, resignation or permanent disability: sag-aftra may on written notice from the national board of sag-aftra to all trustees then in office, designate a successor to fill the vacancy thereby created. In addition, sag-aftra may at any time for any reason on written notice from the national board of sag-aftra remove one or more sag-aftra trustees and appoint a successor sag-aftra trustee/trustees. The remaining producer trustees shall designate a successor to fill any vacancy created. Such designation shall be made by written notice to all trustees then in office, signed by a majority of the remaining producer trustees. The producers may in connection with the execution of any future sag-aftra collective bargaining agreement appoint a successor or successors for any one or more of the producer trustees.”

“The organization does not have any other committees with authority to act on behalf of the board of trustees.”

“The Form 990 is reviewed by the Organization's CFO and CEO before filing.”

“PROCEDURES ---------- 1. DUTY TO DISCLOSE: In connection with any actual or potential conflict of interest, an Interested Person must disclose the existence of the Financial Interest and all material facts to the Board for consideration of the proposed transaction or arrangement. In addition, Trustees must disclose to the Board (and update annually) their interests that are reasonably likely to give rise to conflicts of interest, such as a list of family members, substantial business or investment holdings, ownership or investment interests (as defined in Article II, Section 4 of the "COI" policy) and other transactions with business and other organizations and those of Family Members. 2. DETERMINING WHETHER A CONFLICT OF INTEREST EXISTS: After disclosure of the Financial Interest and all material facts, and after any discussion with the Interested Person, the Interested Person shall leave the Board meeting while the remaining members of the Board determine and vote on the issue of whether a conflict of interest exists. 3. PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST: a. If a conflict of interest is found to exist, the Interested Person may make a presentation at the Board meeting concerning the proposed transaction or arrangement. After such presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement. b. The chairperson of the Board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. c. After exercising due diligence, the Board shall determine whether the Fund 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. d. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, and the Board shall determine with only the disinterested Trustees voting whether the transaction or arrangement is in the Fund's best interest and for the Fund's own benefit and whether the transaction is fair and reasonable to the Fund, and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. 4. VIOLATIONS OF THE CONFLICTS OF INTEREST POLICY: a. If the Board has reasonable cause to believe that a Trustee or the CEO has failed to disclose actual or possible conflicts of interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose. b. If, after hearing the response of the person and making such further investigation as may be warranted under the circumstances, the Board determines that the person has failed to disclose an actual or possible conflict of interest, it shall take actions that it deems appropriate.”

“The organization does not make its governing documents nor its financial statements available to the public.”

“Amended the trust operating agreement to reduce the number of trustees from ten (10) to seven (7), consisting of four (4) sag-aftra trustees and three (3) producer trustees.”

“The fund does not file any employment tax returns, as employees of the fund are employed by another organization (aftra health fund; ein: 13-3467049) that files the required employment returns. The fund reimburses the filing organization for their employees whose time is allocated to work performed for the fund.”