Intelligence Squared Us Foundation

“Robert rosenkranz and alexandra k. Munroe have a family relationship. Salvatore arena is an employee of acorn advisory capital, l.p. Of which robert rosenkranz is both the general partner and a limited partner.”

“Per by-laws, the organization has an initial member who shall have the power to appoint his successor member or members.”

“The directors are elected by the initial member. Any appointment shall be made by written instrument signed and acknowledged by the initial member and shall be elective upon the initial member ceasing to be member. The directors shall have the general management and control of the property, business and the affairs of the corporation. The board of directors shall elect a president, and the officers. Any officers may be removed by the board of directors.”

“The organization's form 990 was prepared and reviewed by its outside accountants. Information required to file the form 990 was provided by salvatore arena, treasurer and his staff during the course of its independent audit of the organization's financial statements. Prior to final signature of the form 990 by its outside accounting firm as paid preparer, it is reviewed by robert rosenkranz, president and salvatore arena, treasurer. After filing with the irs, the form 990 is sent to each member of the board of directors via email for their review and discussion with officers and directors at the next annual board meeting.”

“The organization's conflict of interest policy is in place to protect the organization's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the organization. Any director or officer who has a direct or indirect financial interest through business, investment or family in any entity with which the organization has entered into a transaction, business arrangement, compensation arrangement or potential ownership or interest in any entity with which the organization may have such arrangements ("interested person"), must disclose the existence of such interest and be given the opportunity to disclose all material facts to the directors and officers considering such transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/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. After the determination is made that a conflict exists, the following procedures for addressing the conflict shall be followed: a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/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 board 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 conflict of interest policy shall be handled as follows: 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 such person: a. Has received a copy of the conflicts of interest policy, b. Has read and understands the policy, c. Has agreed to comply with the policy, 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.”

“The organization makes its form 990 available for public inspection as required under section 6104 of the internal revenue code. The return is posted on guidestar.org and other similar types of websites. In addition, the financial statements, conflict of interest policy, form 990, form 1023, and by-laws are also available upon written request in writing, by phone, or in person at the office of the organization's president, robert rosenkranz and treasurer, salvatore arena, at 590 madison avenue, 30th floor, new york, ny 10022.”

“The organization has a committee that assumes responsibility for the oversight of the audit of its financial statements and the selection of an independent accountant. This process did not change from the prior year.”