Bird School Project

“The President of the Board and Executive Director compiled and filed this Form 990. The treasurer reviewed the Form 990 prior to submission.”

“Procedures a. Duty To Disclose: 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, who are considering the proposed transaction or arrangement. b. Determining Whether A Conflict Of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the Board meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists. c. Procedure for Addressing The Conflict Of Interest: In the event that the Board determines that a proposed transaction or arrangement presents a conflict of interest, the Board shall take the following actions: i. An interested person may make a presentation at the Board 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. ii. The Chairperson of the Board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. iii. After exercising due diligence, the Board 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. iv. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporations best interest, for its own benefit, and whether it is fair and reasonable. It shall make its decision as to whether to enter into the transaction or arrangement in conformity with this determination. d. Violations Of The Conflict Of Interest Policy i. If the Board has reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, it shall inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose. ii. If, after hearing the interested persons response and after making further investigation as warranted by the circumstances, the Board determines the interested person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. e. Records And Procedures: The minutes of the Board and shall contain: i. 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 Boards decision as to whether a conflict of interest in fact existed. ii. 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. f. Annual Statements: Each director, principal officer and member of a committee with Board-delegated powers shall annually sign a statement which affirms such person: i. Has received a copy of the conflict of interest policy; ii. Has read and understands the policy; iii. Has agreed to comply with the policy; and iv. Understands the Corporation is charitable 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.”

“Compensation for the organization's executive director is determined at an annual review of the upcoming fiscal year's budget.”

“Compensation for the organization's key employees is determined at an annual review of the upcoming fiscal year's budget.”

“Provide copies upon request.”