Girls Who Code Inc.

“Girls who code, 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 electronicaly sent to the board for approval. Once the board has approved the return it is filed with the internal revenue service.”

“1. Duty to disclose in connection with any actual or possible conflict of interest, an interested person must disclose the existence of the interest and be given the opportunity to disclose all material facts to the directors and to the members of committees with powers delegated by the board of directors that are considering the proposed transaction or arrangement. 2. Determining whether a conflict of interest exists after disclosure of the interest and all material facts, and after any discussion with the interested person, he/she shall leave the meeting of such board of directors or committee while the determination of a conflict of interest is discussed and voted upon. The remaining board of directors or committee members shall decide if a conflict of interest exists. 3. Procedures for addressing the conflict of interest a. An 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 involving the possible conflict of interest. B. The chairperson of the board of directors 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 of directors or committee shall determine whether the corporation 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 board of directors or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation'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. 4. Annual statements each director, principal officer and member of a committee with powers delegated by the board of directors 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 conflict of interest policy c. Has agreed to comply with the conflict of interest policy, and d. Understands the corporation is a not-for-profit corporation 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 compensation committee, consisting of independent board members, discusses, reviews, and approves the compensation for the ceo and vp of finance using comparable data from other non-profit organizations. In addition, the organization uses an independent compensation consultant and compensation surveys for compensation determination. The approval of the board is documented in the board minutes and in email correspondence.”

“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, articles of incorporation and by-laws are also available upon written request.”

“The organization has an executive committee that is responsible for oversight of the audit and selection of the independent auditor. The process has not changed from the prior year.”