Spark Media Project Inc

“The board of directors adopted revised corporate by-laws in order to merge with mill street loft, inc., a not-for-profit corporation, exempt from income taxation pursuant to section 501(c)(3) of the internal revenue code. There shall now be, at least, nine (9), but no more than, twenty-four (24) seats on the board of directors, including officers, with the exact number to be established from time-to-time by majority vote of the board. The sole corporate member, mill street loft, inc., may, upon the issuance of written notice, after ninety (90)-days, unilaterally terminate its relationship with the corporation and/or disband the membership. Mill street loft inc.'s role as sole corporate member may be terminated, immediately, or after any mutually agreed upon period of time, if authorized by each the sole corporate member and a two-thirds majority vote of the board of directors at any annual meeting, regular meeting or special meeting called for that purpose, provided there is a quorum for any meeting at which such an action is taken. Any, or all, of the members of the board of directors may be unilaterally removed with, or without cause, by the sole corporate member, upon providing the board of directors, as a body, and any affected director(s), individually, thirty (30)-days advance notification of the member's intent to remove the designated director(s). The removal of a director, or director(s), by the member shall not require the consent of the board of directors, or any individual director(s) so affected, or the holding of a hearing, or any other forum, where the director(s) to be removed may be afforded an opportunity to argue in their/his/her defense. The removal of a director shall become effective on any date determined by the member after expiration of the thirty (30)-days advance notification period. Any, or all, of the members of the board of directors may be unilaterally removed with, or without cause, by the sole corporate member, upon providing the board of directors, as a body, and any affected director(s), individually, thirty (30)-days advance notification of the member's intent to remove the designated director(s). The removal of a director, or director(s), by the member shall not require the consent of the board of directors, or any individual director(s) so affected, or the holding of a hearing, or any other forum, where the director(s) to be removed may be afforded an opportunity to argue in their/his/her defense. The removal of a director shall become effective on any date determined by the member after expiration of the thirty (30)-days advance notification period. The abandonment or material diminution of services or programs offered by this corporation must be authorized by each the sole corporate member and a two-thirds (2/3s) majority vote of the board of directors at any annual meeting, regular meeting or special meeting called for that purpose, provided there is a quorum for any meeting at which such an action is taken.”

“The sole member is mill street loft inc. D/b/a the art effect.”

“The sole member has the right to appoint and remove members of the board of directors.”

“The sole member has the right to amend the by-laws, certificate of incorporation, and approve substantial transactions.”

“The organization has its form 990 prepared by an outside accounting firm and has established the following review process to ensure that the information reported is complete and accurate. When the form 990 has been prepared, reviewed by management and is ready to be filed with the internal revenue service, it is electronically sent to the board for approval. Once the board has approved the return it is filed with the internal revenue service.”

“The purpose of the conflict of interest policy is to protect this tax-exempt organization's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the spark media project or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: (a) an ownership or investment interest in any entity with which the spark media project has a transaction or arrangement, (b) a compensation arrangement with the spark media project or with any entity or individual with which the spark media project has a transaction or arrangement, or (c) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the spark media project is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under article iii, section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board or committee shall determine whether the spark media project 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. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the spark media project's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. This policy is reviewed annually and was last undertaken in february of 2017.”

“The board of directors determines and approves the compensation for the executive director in the october board meeting of the preceding year. They analyze performance, the capacity of the organization, other comparable data for salaries in the region, and standard cost of living increases to set the salary. The notation of the board vote acts as record for the executive director's salary. The executive director must sign an annual agreement that lists their salary. The compensation review process was last undertaken in may 2017.”

“The organization makes its form 990 available for public inspection as required under section 6104 of the internal revenue code. The return is posted on guidestar.org and other similar types of websites. In addition, the financial statements, conflict of interest policy, articles of incorporation and by-laws are also available upon written request at 45 pershing avenue, pughkeepsie, ny 12601 or by calling the organization directly at (845) 485-4480.”

“The organization has a committee that is responsible for the oversight of the audit of its financial statements and selection of an independent accountant. The process has not changed from the prior year.”