Tides Two Rivers Fund

“Janiece evans-page, suneela jain, james lum, thresa nelson, alexis paza and karen caldwell were employees and/or officers of tides network, a related organization to tides two rivers fund.”

“Tides two rivers has one sole member, tides network, a section 501(c)(3) organization”

“Each of the directors of the tides two rivers fund is appointed by the organization's sole member, tides network. Each director of tides network is a director of either tides foundation or tides center, the supported organizations of tides two rivers fund.”

“Action by the board of directors of tides two rivers fund (ttrf) on the following matters shall be effective only with the consent of the board of directors or executive committee of tides network: (i) any change in the fundamental nature or stated purposes for which tides two rivers fund is organized, (ii) the adoption of the strategic plans for tides two rivers fund, (iii) the adoption of the annual capital and operating budgets for tides two rivers fund, (iv) borrowing money for capital or operating needs of tides two rivers fund or cumulative borrowing in excess of $100,000 for any purpose, (v) entering into any transaction outside the ordinary course of business of operating tides two rivers fund, (vi) purchase, sale, lease, mortgage, disposition, or hypothecation of real property of tides two rivers fund in any transaction involving aggregate consideration of $1,000,000 or more, (vii) merger, consolidation, or similar reorganization of the corporate structure, or dissolution, of the tides two rivers fund, (viii) selection of the auditors of the tides two rivers fund, (ix) amendment, repeal, or adoption of the articles of incorporation or bylaws. The authorized number of directors of tides two rivers fund must also be determined with the consent of tides network. Tides network as the sole member of tides two rivers fund has the sole power to vote on: (i) any amendment to sole member article of the bylaws (ii) the dissolution of tides two rivers fund provided tides network shall first solicit the opinion of the board of directors of tides two rivers fund (iii) the appointment and removal of tides two rivers fund directors. Tides network also determines the selection of the chief executive officer of tides two rivers fund.”

“The form 990 is prepared by an independent tax accountant in conjunction with the organization's finance and accounting department. The cfo, in consultation with other staff as relevant, review a draft of the form 990; adjustments are made as necessary. The form 990 is then sent to the finance committee for review prior to filing.”

“Under the terms of the conflict of interest policy, the directors, officers, and key employees are required to submit conflict of interest disclosure statements on an annual basis. When a potential or actual conflict of interest is identified, disclosure of all material facts must be made to the board of directors and the members of committees with board-delegated powers considering the proposed transaction or arrangement or the chief legal and compliance officer, if the transaction is being contemplated outside of the context of a meeting. If it is determined that a conflict of interests exists, the conflicted individual, may provide additional factual information regarding the affected transaction, but may not participate in or attempt to influence deliberation and voting. The conflicted individual must be excused from the meeting prior to deliberation, and may not return until deliberation and voting on the matter have been concluded. If questions arise with respect to the policy or procedures for disclosing a potential or actual conflict, the matter may be referred to human resources or the legal department.”

“The ceo, officers, and key employees of the organization are all compensated by tides network, a related organization and such persons' legal employer. Through a cost sharing arrangement, tides two rivers fund pays tides network an allocated portion of such persons' total compensation. As such, form 990, part vi, section b, lines 15a and 15b have been marked "no", as provided by the form 990 instructions. Please reference the disclosure in schedule o of the tides network form 990 for a discussion regarding how compensation is determined for these individuals.”

“The financial statements are provided on the organization's website. The governing documents and conflict of interest policy are not generally provided.”