Berggruen Governance Inc

“Nicolas berggruen, jared bluestein and mary klein, all have a business relationship with each other.”

“The sole member of the organization is nicolas berggruen.”

“The directors shall be appointed by the member of the organization, and shall continue in office until the conclusion of their two-year term or earlier removal or resignation. Any vacancy occurring in the board, whether by reason of resignation, removal, disqualification, death, or an increase in the number of directors, shall be filled by appointment by the members.”

“The board may not alter or amend article xi of the by-laws or any provision providing power or authroity to the member without the consent of the member.”

“Berggruen governance inc. Has its form 990 prepared by an outside accounting firm and has established the following review process to ensure that the information reported is complete and accurate. When the form 990 has been prepared, reviewed by management and is ready to be filed with the internal revenue service, it is electronically sent to the board members of the organization for any comments. Any comments are then grouped, summarized and provided to the outside accountants. Each issue is documented and addressed until the return is finalized and approved for filing.”

“The conflict of interest policy is applicable to any director, principal officer, or member of a committee with board delegated powers. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with board delegated powers considering the proposed 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 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. This is an objective determination of whether a conflict exists, not a vote on whether the potentially interested party is capable of unbiased judgment in the face of a conflict. An interested person may make a presentation at the board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and vote on, the transaction or arrangement involving the conflict of interest. The chairperson of the board or committee shall, if appropriate, appoint a person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the board or committee shall determine whether the organization can obtain, with reasonable effort, 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 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. If the 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. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the board or committee determines that the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. The minutes of the board and of all committees with board delegated powers shall contain: a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the board's or committee's decision as to whether a conflict of interest in fact existed. B. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. Each director, principal officer, and member of a committee with board delegated powers shall annually sign a statement which affirms such person: 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; and d. Understands the organization is nonprofit and, in order to maintain its federal tax exemption, must engage primarily in activities which accomplish one or more of its tax-exempt purposes. To ensure the organization operates in a manner consistent with charitable purpose”

“The organization's form 990 is available for public inspection as required under section 6104 of the internal revenue code. It is posted on guidestar.org and other similar types of websites. In addition, articles of incorporation and by-laws are also available upon written request or by calling the organization directly.”

“Previously, the organization gave out grants to affiliates as well as organizations who have similar missions to the organization. The organization has ceased operating this program as it is in the process of dissolving.”