Ccof Foundation

“The following significant bylaws revisions were made: - decrease in the maximum number of trustees from 15 to 9. - the california certified organic farmers inc. Ceo shall be appointed as a trustee on the foundation board and shall serve as its chairperson. Previously it stated that the trustees would be appointed by the board of directors of california certified organic farmers, inc. - it was added that the board could appoint, employ or contract with an entity to manage the day-to-day operations of the corporation. - the authority for the board to authorize the chairperson, the director or any other officer to appoint any other officers that the corporation may require was removed. - it was clarified that any officer, other that the chairperson, may be removed or terminated, as approriate, with or without cause. - it was added that a contract for management services may be terminated by the board in accordance with the terms of the contract.”

“Form 990 is reviewed by the ceo and coo upon approval, the 990 is filed, a copy is available for board review if requested.”

“Each director, officer, or member of a committee with board delegated powers shall annually, and upon assuming office, sign a statement which affirms that 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 that in order to maintain its federal tax exemption this corporation must engage primarily in activities which accomplish one or more of its tax-exempt purposes. The duty to disclose requires that such disclosure shall occur immediately upon the occurrence of an event or transaction which could be an actual or possible conflict of interest, and shall not be delayed until completion of the annual statement. Upon the disclosure of a potential conflict of interest, and all material facts, the following procedures shall apply: (a) the interested person may make a presentation at the board of directors 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 that results in the conflict of interest. (b) the chairperson of the 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 board or committee shall determine whether this corporation can 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. (d) if a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to 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 this corporation's best interest and for its own benefit and whether it is fair and reasonable to this corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. In addition, to ensure that this corporation operates in a manner consistent with charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following inquiries: (a) whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arms length bargaining. (b) whether partnerships, joint ventures arrangements, and arrangements with management service organizations conform to written policies, are properly recorded, reflect reasonable payments for goods and services, further this corporation's charitable purposes and do not result in inurement or impermissible private benefit. (c) in conducting the periodic reviews as provided for herein, this corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the board of its responsibility for ensuring periodic reviews are conducted.”

“Documents are available upon request.”

“The compensation of the chairperson reported in part vii is the compensation the chairperson received from a related entity (california certified organic farmers inc.). The chairperson is not compensated by the foundation.”

“The foundation reimburses a related entity for services provided to the foundation. The foundation has no employees of its own.”

“The organization did not change either its oversight process or its selection process during the tax year.”