Tides Two Rivers Fund

“Jennifer marie landig, judith hill, suneela jain, tuti scott & david schrayer have an employment relationship due to their employment with tides network.”

“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 is increased, the number of additional seats will 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 is 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 and legal counsel review 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, including officers and members of the board of directors, are required to submit conflict of interest disclosure statements at the time a person becomes a covered individual and annually thereafter. The policy requires covered individuals to periodically update the conflict of interest statement as material facts change, as well as make verbal and/or written disclosures of potential conflicts of interest as they arise. At any time that a potential or actual conflict of interest is identified, disclosure must be made to the board of directors, the appropriate committee or staff depending on the nature of the potential or actual conflict. Prior to acting on any matter where a potential or actual conflict is identified with respect to an officer or member of the board, the conflict and all material facts related to it must be fully disclosed by the covered individual to the board prior to consideration of the proposed matter. If the board determines a conflict of interests exists, the covered individual, if requested to do so by the chair of the board, may provide additional factual information regarding the affected transaction, but may not participate in or attempt to influence deliberation and voting. The covered 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, compliance and risk department for review and resolution consistent with the policy.”

“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. The tides network board of directors is responsible for reviewing any new, modified or extended compensation packages of the ceo, cfo and any other officers it determines appropriate, and approving compensation only after determining that the compensation is just and reasonable. For the ceo, the tides network board of director's human capital committee reviews performance and compensation annually, utilizing compensation studies to determine appropriate compensation. Tides network also utilizes comparability studies in determining appropriate compensation for other officers and key employees of the organization.”

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