Tides Two Rivers Fund

“Per the bylaws of the organization, ttrf has one sole member, tides network, a california nonprofit public benefit corporation. The form 990 instructions also define a "member" as any person (including a corporation) with the power to appoint members of the governing body; as such, ttrf has two additional members--tides foundation and tides center (both of which are controlled entities of tides network)--as each has the power to appoint members of the board of directors of ttrf.”

“The chair of the board of directors of tides foundation and the chair of the board of directors of tides center each have the power to designate one director of ttrf. Additionally, the chair of the board of directors of tides foundation and the chair of the board of directors of the tides center have the power to jointly designate a director of ttrf. If at any time the board of ttrf shall be increased, the number of additional seats shall be determined in multiples of two, with tides foundation and tides center each having the power to appoint an equal number of directors to fill the additional seats.”

“Action by the board of directors of 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 ttrf is organized, (ii) the adoption of the strategic plans for ttrf, (iii) the adoption of the annual capital and operating budgets for ttrf, (iv) borrowing money for capital or operating needs of ttrf or cumulative borrowing in excess of $100,000 for any purpose, (v) entering into any transaction in any transaction involving aggregate consideration of $1,000,000 or more, (vi) purchase, sale, lease, mortgage, disposition, or hypothecation of real property of ttrf 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 ttrf, (viii) selection of the chief executive officer and the auditors of the ttrf, (ix) amendment, repeal, or adoption of the articles of incorporation or bylaws.”

“The form 990 is prepared by an independent tax accountant in conjunction with the organization's finance and accounting department. The treasurer/cfo reviews a draft of the form 990; adjustments are made as necessary. A complete copy of the form 990 is then provided to the members of the board of directors prior to filing with the internal revenue service.”

“All covered individuals, which includes members of the board of directors, officers, and key employees, are required to submit conflict of interest disclosure statements to the organization's cfo: (i) upon the occurrence of an event by which a person becomes a covered individual, (ii) annually by july 31st of each year, and (iii) upon occurrence of any event requiring disclosure under the conflict of interest policy. At any time that an actual or potential conflict of interest has been identified, the chief executive officer and the chief financial officer review the circumstances to determine whether an actual or potential conflict of interest requires disclosure to the board of directors. In addition, the cfo confers with each affiliated entity to determine whether other conflicts have arisen in connection with the disclosed matter. If either the chief executive officer or the chief financial officer is the interested person, the other shall make the determination; if both are interested persons, the disclosure shall be provided to all of the disinterested members of the board of directors. Prior to acting on any business transaction where a conflict of interest exists, the board of directors must authorize or approve the transaction in good faith by a vote of a majority of the directors then in office without counting the vote of the interested person(s).”

“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 in 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 organization's governing documents, conflict of interest policy, and financial statements are available upon request.”

“Other fees: program service expenses 252,901. Management and general expenses 0. Fundraising expenses 0. Total expenses 252,901.”