Micaya Presents

“Review of Form 990 Before Filing - Copies of the completed draft Form 990 (including required schedules) will be distributed to the Finance Committee in either electronic or paper form for review and approval. Any questions or concerns will be noted and addressed, and management staff will ensure that changes are incorporated into the Form 990 as appropriate. Distribution of Form 990 to All Members of Governing Body - After all input has been appropriately addressed, the final version of the Form 990 (with required schedules) will be distributed to every voting member of the Organizations board of directors prior to filing with the IRS. The final form may be distributed either in paper or electronic form in any manner deemed appropriate by the Organizations CEO.”

“PROCEDURES TO DISCLOSE AND RESOLVE CONFLICTSSection 1. Duty to Self-Disclose. (a) An Interested Person shall make an appropriate disclosure of all material facts, including the existence of any financial interest, at any time that any actual or potential conflict of interest or ethical question arises. This disclosure obligation includes instances in which an Interested Person who is a director knows of the potential for a self dealing transaction as described in Section 4, or a transaction involving common directorship as described in Section 7, related to his or her interests. It also includes instances in which the Interested Person plans not to attend a meeting of the Board or a Board committee with governing board-delegated powers (a Committee) at which he or she has reason to believe that the Board or Committee will act regarding a matter about which he or she may have a conflict. Depending on the circumstances, this disclosure may be made to the Chair of the Board of Directors, or, if the potential conflict of interest first arises in the context of a Board or Committee meeting, the entire Board or the members of the Committee considering the proposed transaction or arrangement that relates to the actual or possible conflict of interest or ethical question. (b) In addition, Interested Persons shall, in accordance with Article VI, make an annual disclosure of on-going relationships and interests that may present a conflict of interest.Section 2. Disclosure of Conflicts of Others. If an Interested Person becomes aware of any potential self dealing or common directorship transaction or other conflict of interest involving another Interested Person, he or she should report it in accordance with the requirements of this Article III. Section 3. Evaluation of Potential Conflict.(a) After disclosure of all material facts and any follow-up discussion with the Interested Person with a potential conflict of interest, a determination must be made about whether a material financial interest, self dealing transaction or other kind of actual conflict exists. If the potential conflict is first disclosed during a Board or Committee meeting at which the Interested Person with the potential conflict is in attendance, the Interested Person shall leave the meeting while the determination of whether a conflict of interest exists is either discussed and voted upon or referred to Committee for further consideration. In either event, the decision-making body will evaluate the disclosures by the Interested Person, and will determine on a case-by-case basis whether the disclosed activities constitute an actual conflict of interest. If the disclosure is made outside of the context of a meeting, then the determination of whether a conflict exists will be referred to the Executive Committee for decision and action. Factors the decision-making body may consider when determining whether an actual conflict exists include (i) the proximity of the Interested Person to the decision-making authority of the other entity involved in the transaction, (ii) whether the amount of the financial interest or investment is de minimis relative to the overall financial situation of the Corporation, and (iii) the degree to which the Interested Person might benefit personally if a particular transaction were approved. (b) If it is determined that an actual conflict of interest exists which also constitutes a self dealing transaction as described in Section 4, then the transaction or matter in question can only be authorized if approved by the vote described in Section 6(a) after the Corporation has followed the procedures set forth in Section 5. (c) If it is determined that an actual conflict of interest exists which is not a self dealing transaction, but involves participation by the Interested Person in decisions or negotiations related to a material contract, transaction or other matter between the Corporation on the one hand and (i) the Interested Person, (ii) an en”

“Micaya Presents' policy requires the analysis of compensation of key employees, including the CEO on at least an annual basis. The salaries shall be compared to equivalent organizations based on mission, budget size, job description and demands, and other factors. Based on the analysis, the Board shall conclude on whether each key employee's compensation is appropriate. Such analysis shall be documented and filed in the Corporation's records.”

“Micaya Presents' policy requires the analysis of compensation of key employees, including the CEO on at least an annual basis. The salaries shall be compared to equivalent organizations based on mission, budget size, job description and demands, and other factors. Based on the analysis, the Board shall conclude on whether each key employee's compensation is appropriate. Such analysis shall be documented and filed in the Corporation's records.”

“Documents are available upon request.”