The Electronic Information Network

“The executive director and the audit committee review the 990 and furnish a copy of the form 990 to the board prior to submission.”

“Disclosure: in connection with any actual or possible conflict of interest, an interested person must disclose the existence and nature of his or her financial interest to the directors and any relevant committee members. For this purpose, an interested person shall include any director, officer, or member of a committee of the corporation or any entity affiliated with the corporation who has a direct or indirect financial interest in a proposed transaction. A financial interest shall include: (a) an ownership or investment interest in any entity with which the corporation has a proposed transaction or arrangement; (b) a compensation arrangement with the corporation or with any entity or individual with which the corporation has a proposed transaction or arrangement; and (c) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement. A director or member of a committee shall not be deemed to have a possible conflict of interest solely by reason of serving, or having served, on the board of directors of any corporation affiliated with the corporation. Recusal and investigation: after disclosure of the financial interest, the interested person shall leave the board or committee meeting while the financial interest is discussed and voted upon. The remaining directors or committee members shall decide if a conflict of interest exists. If a conflict of interest exists, the following procedures shall be followed: (a) the president shall appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement; (b) after exercising due diligence, the directors or committee shall determine whether the corporation could obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest; and (c) if a more advantageous transaction or arrangement is not reasonably attainable, the directors or committee shall determine by majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interests and for its own benefit and whether the transaction is fair and reasonable to the corporation and shall decide as to whether to enter into the transaction or arrangement in conformity with such determination. Failure to disclose: if a director or committee member has a reasonable cause to believe that an interested person has failed to disclose actual or possible conflicts of interest, he shall inform the interested person of the basis of such belief and afford the interested person an opportunity to explain the alleged failure to disclose. If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the directors or committee determine that the interested person has in fact failed to disclose an actual or possible conflict of interest, the directors shall take appropriate steps to protect the corporation. Record of actions: the minutes of the board and all relevant committees shall contain the following: (a) the names of persons who disclosed or 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 directors or committee's decision as to whether a conflict of interest in fact existed; and (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 therewith. Compensation: special procedures shall be in effect with respect to compensation issues. A voting member of the board or any committee whose jurisdiction includes compensatio”

“Compensation committee provided approval for compensation of executive director.”

“AVAILABLE UPON REQUEST.”

“There was no change in the oversight or selection process during the tax year.”