Twloha Inc

“The board of directors will be given a copy of form 990 prior to filing with the irs. The board will review and comment if necessary and approve the finalized return with the independent accounting firm that prepares the form 990.”

“An "interested person" is any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below. A person has a "financial interest" if the person has, directly or indirectly, through business, investment, or family: (a) an ownership or investment interest in any entity in which the organization has a transaction or arrangement; (b) a compensation arrangement with the organization or with any entity with which the organization has a transaction or arrangement; or (c) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement. Determination of 'whether a conflict of interest exists: after disclosure of the financial interest and all material facts, and after any discussion with the interested person, he or she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. Procedures for addressing the conflict of interest: (a) an interested person may make a presentation at the governing board or committee meeting, . But after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. (b) the chairperson of the governing body or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (c) after exercising due diligence, the governing board or committee shall determine whether the organization 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 governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement violations of the conflicts of interest policy: (a) if the governing board or committee has reasonable cause to believe a member has failed. To disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. (b) if, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms that such person: (a) has received a copy of this conflict of interest policy statement; (b) has read and understands the statement; (c) has agreed to comply with the statement; and (d) understands the organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.”

“Compensation for the co-executive directors are reviewed and approved by a committee of board members. The board in their review and approval of compensation takes into account adherence to the conflict of interest policy, analysis of comparable compensation to the market and similar organizations, relevant work experience, and job performance. Compensation is reviewed and set on an annual basis by the board of directors. Compensation for each officer or key employee is reviewed and approved by a committee of board members. The board in their review and approval of compensation, takes into account adherence to the conflict of interest policy, analysis of comparable compensation to the market and similar organizations, relevant work experience, and job performance. Compensation is reviewed and set on an annual basis by the board of directors. The process described here was last completed in 2024.”

“Twloha makes available a summary of annual financial statements and a copy of their form 990 on their website www.twloha.com. Governing documents and the conflict of interest policy are made available to the public upon request.”

“The process for selection and oversight of the independent accountants has not changed from prior year.”