Cleveland Marshall Education Fdn

“All trustees have the same voting rights.”

“Description of classes of members or stockholders the cleveland-marshall law alumni association, inc., a tax-exempt corporation, is the sole member of the foundation.”

“How members or shareholders elect governing body the sole corporate member, cleveland-marshall law alumni association, inc., has the power to elect public trustees serving for a term of 1-3 years.”

“Committees there are no committees with authority to act on behalf of the governing body.”

“Description of the 990 review process the form 990 is reviewed by the foundation's trustees prior to filing with the irs.”

“Conflict of interest all directors, officers or member of a committee with governing powers ("interested person") are required to disclose any actual or possible conflict of interest and the existence of any financial interest. The interested person must be given the opportunity to disclose all material facts to the board of trustees considering the proposed transaction or arrangement. After disclosing the financial interest and all material facts, and after discussion with the interested person, the interested person mush leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining trustees will decide if a conflict of interest exists. The chair of the board or committee must, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the board or committee must determine whether the foundation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board must decide by a majority vote of the disinterested directors whether (i) the transaction or arrangement is in the foundation's best interest, for its own benefit, and (ii) whether the transaction or arrangement is fair and reasonable.”

“Availability of governing documents the foundation's governing documents and financial statements are available upon request.”

“Cessation of Operations The Organization ceased all activities on June 28, 2021. See attached adoption of dissolution and certification of dissolution. FORM 990, PART III, LINE 4 ORGANIZATION'S PROGRAM SERVICE ACTIVITIES THE FOUNDATION WAS FORMED IN 1960 TO PROVIDE FINANCIAL SUPPORT TO THE CLEVELAND STATE COLLEGE OF LAW (THE "LAW SCHOOL") INCLUDING "ASSISTING AND CONTRIBUTING TOWARD THE IMPROVEMENT AND SUPPORT OF THE LAW SCHOOL, ITS CURRICULA AND OTHER LAW PROGRAMS, FACULTY AND LIBRARY, AND ENCOURAGING STUDENTS AT THE LAW SCHOOL IN THE PURSUIT OF THEIR LEGAL EDUCATION. IN 1975, THE FOUNDATION AMENDED ITS ARTICLES OF INCORPORATION AND CODE OF REGULATIONS TO ADD THE CLEVELAND-MARSHALL LAW ALUMNI ASSOCIATION ("CMLAA"), WHICH IS A STANDALONE SECTION 501(C)(3) PUBLIC CHARITY, AS AN ADDITIONAL ORGANIZATION TO WHICH THE FOUNDATION WOULD PROVIDE THE SAME TYPE OF SUPPORT PROVIDED TO THE LAW SCHOOL. THE FOUNDATION DOES NOT PROVIDE FINANCIAL AID DIRECTLY TO STUDENTS AT THE LAW SCHOOL OR OTHERWISE PAY OPERATIONAL EXPENSES OF THE LAW SCHOOL OR CMLAA. INSTEAD, THE FOUNDATION HAS MADE DISTRIBUTIONS TO THE LAW SCHOOL AND CMLAA WHICH ARE TO BE USED BY THOSE ENTITIES TO PROVIDE FINANCIAL ASSISTANCE TO THE STUDENTS AT THE LAW SCHOOL AND TO OTHERWISE SUPPORT OPERATIONS OF THE LAW SCHOOL AND CMLAA.”