Mba Opens Doors Foundation

“By resolution passed by a majority of the entire board, the board may designate one or more committees, including an executive committee, each committee to consist of one or more of the directors of the corporation ("board committees"). The board may designate one or more directors as alternate members of any board committee to replace any absent or disqualified member at any meeting of the committee. Each such board committee will serve at the pleasure of the board and have such name as the board determines by resolution from time to time. Each board committee will keep regular minutes of its meetings and report the same to the board. Except to the extent restricted by statute, the certificate of incorporation, or the resolution creating an executive committee, an executive committee will have, and may exercise, all of the powers and authority of the board and may authorize the seal of the corporation to be affixed to all papers that require it.”

“Odf's sole member is the mortgage bankers association (mba), a section 501(c)(6) related organization.”

“Mba has the power to appoint and remove directors of odf, and also has the power to adjust the total number of odf board members. Additionally, any action of odf requiring member approval must obtain approval of mba, as sole member.”

“Mba approves the appointment of directors and any changes to the bylaws.”

“The form 990 is reviewed by management, and the board is provided a copy before it is filed.”

“Odf adheres to its conflict of interest policy to protect the organization when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the organization (or other person listed below) or might result in a possible excess benefit transaction. The foundation's conflict of interest policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. The policy imposes a duty to disclose a financial interest, as defined, whether direct or indirect, of a director, officer, manager, key employee(as defined) or member of a committee with governing board delegated powers. The duty encompasses disclosure of all material facts to the directors and members of committees with governing 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 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. The procedures for addressing the financial interest are: 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 odf arrangement involving the possible conflict of interest. B. If the governing board or committee determines that there is no conflict of interest, the transaction or arrangement is not subject to the remaining procedures c. Through e. Outlined in this section 3. If the governing board or committee determines that there is a conflict of interest, the governing board or committee shall follow the procedures outlined in paragraphs c. Through e. Of this section 3. C. 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. D. 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. E. 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. Under the policy, a person has a financial interest if the person has, directly or indirectly, through business, investment, or family: 1. An ownership or investment interest in any entity with which the organization has a transaction or arrangement, 2. A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement, or 3. A potential ownership or investment interest in, or compensation odf arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement. - compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. - a financial interest is not necessarily a conflict of interest. Under article iii, section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.”

“The governing documents, conflict of interest policy, and audited financial statements can be made available upon request.”

“Mba's audit committee assumes responsibility of overseeing the audit of mba opens doors foundation.”