Kellermann Foundation

“The board of directors may, by a majority vote of directors, designate two (2) or more of its members (who may also be serving as officers of this corporation) to constitute an executive committee of the board and delegate to such committee any of the powers and authority of the board in the management of the business and affairs of the corporation, except with respect to: (a) The approval of any action which, under law or the provisions of these bylaws, requires the approval of the members or of a majority of all of the members. (b) The filling of vacancies on the board or on any committee that has the authority of the board. (c) The fixing of compensation of the directors for serving on the board or on any committee. (d) The amendment or repeal of bylaws or the adoption of new bylaws. (e) The amendment or repeal or any resolution of the board which by its express terms is not so amendable or repealable. (f) The appointment of committees of the board or the members thereof. (g) The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected. (h) The approval of any transaction to which this corporation is a party and in which one or more of the directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law. By a majority vote of its members then in office, the board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the board. The committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.”

“Prior to filing, the entire Form 990 was reviewed by our executive director, board of directors, and ex-officio board members via email with an opportunity for questions to be asked. It was then approved by a majority vote of directors.”

“Annual StatementsAnnual disclosure statements are required to be completed by each board member, officer, senior management, and any related entities. Duty to DiscloseIn 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 and members of committees with governing board delegated powers considering the proposed transaction or arrangement.Determining Whether a Conflict of Interest ExistsAfter 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.Procedures for Addressing the Conflict of Interest1.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 arrangement involving possible conflict of interest.2.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.3.After exercising due diligence, the governing board or committee shall determine whether the Kellermann Foundation 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.4.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 Kellermann Foundation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its own decision as to whether to enter into the transaction.Violations of the Conflicts of Interest Policy1.If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.2.If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“These documents are available upon request.”