Make IT Right Foundation

“BEFORE FILING, FORM 990 WAS REVIEWED BY THE CHIEF OPERATING OFFICER/TREASURER, Directors, AND THE ACCOUNTING TEAM. A COPY OF FORM 990 WAS PROVIDED TO ALL OFFICERS AND DIRECTORS BEFORE FILING.”

“Make it right has a conflict of interest policy. This policy pertains to any director, officer, or member of a committee with powers delegated by the board of directors. Each director, officer and member of a committee: a) has received a copy of the conflict of interest policy, b) has read and understands the policy, c) has agreed to comply with the policy, d) confirms that no conflict of interest exists or must raise any conflict if it should exist and e) understands that make it right is a charity and in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes. ADDITIONALLY MAKE IT RIGHT PERFORMS PERIODIC REVIEWS TO ENSURE THE ORGANIZATION OPERATES IN A MANNER CONSISTENT WITH CHARITABLE PURPOSES AND DOES NOT ENGAGE IN ACTIVITIES THAT COULD JEOPARDIZE ITS TAX EXEMPT STATUS. THE REVIEWS INCLUDE WHETHER COMPENSATION ARRANGEMENTS AND BENEFITS ARE REASONABLE, BASED ON SURVEY INFORMATION AND THE RESULT OF ARM'S LENGTH BARGAINING. THE POLICY ALSO DETERMINES WHETHER PARTNERSHIPS, JOINT VENTURES AND ARRANGEMENTS WITH ENTITIES OTHER THAN SECTION 501(C)(3) ORGANIZATIONS CONFORM TO THE ORGANIZATION'S WRITTEN POLICIES, ARE PROPERLY RECORDED, REFLECT REASONABLE INVESTMENT OR PAYMENTS FOR GOODS AND SERVICES, AND FURTHER CHARITABLE PURPOSES DO NOT RESULT IN INUREMENT, IMPERMISSIBLE PRIVATE BENEFIT OR IN AN EXCESS BENEFIT TRANSACTION. MAKE IT RIGHT'S POLICIES MANDATE THAT ANY DIRECTOR WITH A POTENTIAL CONFLICT OF INTEREST LEAVE THE BOARD MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON. DURING THE TIME WHEN THE BOARD IS DELIBERATING, IF THERE ARE INSUFFICIENT DIRECTORS QUALIFIED TO DELIBERATE ABOUT A PARTICULAR CONFLICT ISSUE, THE DIRECTORS WILL SELECT ONE OR MORE ADDITIONAL DIRECTORS OR THE EXECUTIVE DIRECTOR IF THE CONFLICT DOES NOT INVOLVE THE EXECUTIVE DIRECTOR, TO ENGAGE IN THE DELIBERATION. THE PROCEDURE FOR ADDRESSING A CONFLICT OF INTEREST IS AS FOLLOWS: A) THE INTERESTED PERSON MAY MAKE A PRESENTATION TO THE BOARD, BUT AFTER THE PRESENTATION THE PERSON MUST LEAVE, B) THE BOARD WILL APPOINT A COMMITTEE TO INVESTIGATE THE CONFLICT OF INTEREST, C) AFTER EXERCISING DUE DILIGENCE, THE COMMITTEE WILL CONSIDER WHETHER MAKE IT RIGHT 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, D) IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY POSSIBLE UNDER CIRCUMSTANCES NOT PRODUCING A CONFLICT OF INTEREST, THE COMMITTEE WILL DETERMINE BY A MAJORITY VOTE WHETHER THE TRANSACTION OR ARRANGEMENT IS IN MAKE IT RIGHT'S BEST INTEREST, FOR ITS OWN BENEFIT, AND WHETHER IT IS FAIR AND REASONABLE. THEN THE COMMITTEE WILL PRESENT TO THE BOARD INTEREST, FOR ITS OWN BENEFIT, AND WHETHER IT IS FAIR AND REASONABLE. THEN THE COMMITTEE WILL PRESENT TO THE BOARD FOR FINAL APPROVAL. IF THE BOARD HAS A REASONABLE CAUSE TO BELIEVE AN INDIVIDUAL HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT WILL INFORM THE INDIVIDUAL OF THE BASIS OF SUCH BELIEF AND AFFORD THE INTERESTED PERSON AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. IF AFTER HEARING THE INDIVIDUAL'S RESPONSE AND AFTER MAKING FURTHER INVESTIGATIONS AS WARRANTED, AND THE BOARD DETERMINES THE INDIVIDUAL HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, THEN THE BOARD WILL TAKE APPROPRIATE AND DISCIPLINARY AND CORRECTIVE ACTION.”

“The board of directors will review and approve all compensation for the executive director, officers and key employees. Compensation is based on industry norms using employee and compensation surveys generated by reputable independent organizations and is typically reviewed every two years. Compensation is also approved in the context of the constraints of the annual budget.”

“The annual report, governing documents and conflict on interest policy are available upon request.”