Tides Two Rivers Fund

“Janiece evans-page, suneela jain, holden lee, and jennifer landig were employees and officers of tides network, a related organization to tides two rivers fund. In addition, david schrayer was also an employee of tides network.”

“Tides two rivers fund's sole member is 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 either a director of 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 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 outside the ordinary course of business of operating tides two rivers fund, (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. Tides network as the sole member of tides two rivers fund has the sole power to: (i) vote on any amendment to article 6 (sole member) of these 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 of tides two rivers fund directors.”

“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 directors and officers have completed the required annual disclosure statement for 2023, but due to staff turnover disclosure statements were inadvertently omitted in 2022.”

“Under the terms of the conflict of interest policy, covered individuals, including officers and members of the board of directors, center advisory boards, and designated staff 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. The policy provides for similar procedures for advisory committees to address matters that are decided at the advisory committee level. 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. In the event of a delay in collection of disclosure statements, the organization takes steps to address so that the forms are brought up to date.”

“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.”