The Turtle Survival Alliance Foundation

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“The following summarizes the key changes made to the constating documents (articles and bylaws) of the turtle survival alliance foundation in 2024 as well as material changes to important policies. February 2024: a. The bylaws were amended to make the following material changes: (1) to change the function of the president from a limited non-executive role to one in which the president is the chief executive officer, responsible for implementing the strategic plans and policies of the corporation; (2) to extend the maximum term of directors to three consecutive 3-year terms; (3) to change the role of the animal management and field conservation committees to standing advisory committees only, without the authority to bind the board; (4) to allow the board to designate persons as honorary or special directors only, without voting rights, and not entitled to be a governing person of the corporation; and (5) to remove the equity, diversity and inclusion committee as a standing committee of the board. A copy of the current by-laws accompanies this memorandum. B. The code of ethics, a material policy, was also amended to make the following material changes: (1) to add back in prohibitions on sexual harassment/harassment (which had been inadvertently removed in 2023); and (2) to augment the conflict of interest provisions applicable to directors, officers and employees to more closely correspond to the requirements of applicable texas law. A copy of the most recent version of the code of ethics accompanies this memorandum. C. The articles of incorporation were amended to make the following material changes: (1) to change the registered agent of the corporation to lone star registered agent llc: (2) to change the purposes of the corporation set out under article four to delete the phrase and to support the turtle survival alliance, a task initiative of the international union for the conservation of nature", being a now-defunct task force; and (3) to correct the divestiture upon dissolution clause in article seven to remove the erroneous phrase "iguana conservation and to replace the same with the phrase "tortoise and freshwater turtle conservation". May 2024-the whistleblower policy was amended to add a statement to the policy that individuals in madagascar may submit complaints directly to the country director (as well as the previously named individuals). A copy of the current whistleblower policy accompanies this memorandum. July 2024 - the articles of incorporation were further amended to broaden the organization's purpose by changing the phrase "tortoises and freshwater turtles" to read" tortoises, freshwater turtles, and sea turtles" where it appears under the section entitled "purposes" in article four; and changing the phrase "tortoises and freshwater turtles" to read "tortoises and turtles" where it appears under the section entitled "dissolution" in article seven. Article four, "purposes" of the articles of incorporation currently reads as follows: (1) the corporation is organized and is to be operated exclusively for charitable, scientific or educational purposes, which purposes shall be met by the corporation by (a) engaging directly in the support of such purposes and/or (b) making distributions to other organizations for use by such organizations in the support of such purposes. Within the scope of the foregoing purposes, the corporation is organized to support and operate conservation, education, and scientific programs for tortoises, freshwater turtles, and sea turtles and their habitats, both ex situ (in captivity) and in situ (in the wild). Notwithstanding any other provisions of these articles to the contrary, the corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization which is exempt from tax under section 501(c)(3) of the internal revenue code of 1986, as amended, or the corresponding section of any future federal tax code (the "code"), or its regula”

“Memberships are available with a donation to the turtle survival alliance foundation. Memberships fees are $50 for supporters, $100 for researcher, and $250 for conservationist.”

“The 990 is first circulated to the finance committee for review, then the remainder of the board members for review prior to the filing of the return.”

“Monitoring the policy regularly and consistently- executive director monitors and reports”

“Compensation of all employees is reviewed by governance, then approved by the board.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”

“The process has not changed from the prior year.”