Fresh Artists

“The board may establish one or more committees to consist of one or more directors of the corporation. Any such committee, to the extent provided in the resolution of the board forming the committee, shall have and may exercise any of the powers and authority of the board, except that no committee shall have any power or authority as to the following: (a) the filling of vacancies on the board. (b) the adoption, amendment or repeal of the bylaws. (c) the amendment or repeal of any resolution of the board. (d) action on matters committed by the bylaws or by resolution of the board to another committee of the board. If any person who is not a director is appointed to any committee of the board, such non-director shall have no right to vote on any question that would create a binding obligation of the corporation.”

“The sole member shall be barbara chandler allen, who may, in her sole discretion, and from time to time, admit other persons to be members of the corporation. If the sole member shall, at any time, cease to be a member, the remaining members, if any, may admit other persons to membership. At this time barbara chandler allen is the sole member.”

“The board members shall be chosen annually by the sole member at the annual meeting of the sole member.”

“The articles of incorporation and bylaws may only be amended with the approval of the sole member.”

“The form 990 is prepared by an independent accounting firm and then it is distributed to all board members prior to filing with the internal revenue service.”

“The board of directors has adopted a conflict of interest policy that applies to interested parties, defined as: all members of the board of directors, staff and to certain volunteers who have been granted significant independent decision-making authority with respect to financial or other resources of the organization. An interested party is under a continuing obligation to disclose any actual or potential conflict of interest as soon as it is known, or reasonably should be known. An interested party shall complete fresh artists disclosure statement ("disclosure statement"), to fully and completely disclose the material facts about any actual or potential conflict of interest which had occurred in the prior twelve (12) month period. The disclosure statement shall be completed upon his or her association with the organization and shall be updated annually thereafter. An additional disclosure statement shall be filed when an actual or potential conflict arises. For board members, the disclosure statements shall be provided to the president of the board, or in the case of the president's disclosure statement, shall be provided to the secretary of the board. Copies shall also be provided to the executive director of the organization. If a potential conflict arises the organization shall refrain from the proposed action, unless approved by disinterested members of the board of directors. Approval by the disinterested members of the board of directors shall be by vote of a majority of the disinterested directors in attendance at a meeting at which a quorum of disinterested members is present. An interested party shall at a minimum provide notice of a conflict of interest or potential conflict of interest at least 15 days prior to the next scheduled board meeting so that the board may have ample time to request further information and documentation of the conflict of interest prior to making its determination of the reasonableness and fairness of the proposed transaction. The interested party shall not participate in any way in, or be present during, the deliberations and decision making of the organization with respect to such action or transaction. The interested party may, upon request, be available to answer questions or provide material factual information about the proposed action or transaction.”

“The president accepts a salary which is less than what would be paid at a comparable organization. Form 990, part vi, section c, line 15b: there are no other paid officers or key employees.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”