Hcf Renovation Foundation Inc.

“The Sole member of the organization is the Hunter College Foundation, Inc.”

“The board of directors will be elected by the sole member at the annual meeting for the sole member. Any vacancy in the Board of Directors arising at any time and from any cause, including the authorization of an increase in the number of directors, may be filled by vote of the Sole Member.”

“Any director may be removed, with or without cause, at any time by vote of the Sole Member. The Certificate of Incorporation and By-Laws of the Corporation may only be amended by the Sole Member. The Board of Directors may propose amendments to the Certificate of Incorporation or By-Laws for consideration by the Sole Member by a vote of a majority of the directors present at a meeting at which a quorum exists.”

“There are no committees in place who can act on behalf of the board.”

“HCF Renovation Foundation, 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 electronically sent to the board of trustees of the organization for any comments. Any comments are then grouped, summarized and provided to the outside accountants. Each issue is documented and addressed until the return is finalized and approved for filing.”

“The conflict of interest policy applies to Directors, officers and key employees. Prior to a Director's initial election to the Board, or an Officer or Key Employee's appointment or employment at the Foundation, and thereafter on an annual basis, such Director, Officer, or Key Employee shall be required to complete an annual conflict of interest disclosure statement. A copy of each disclosure statement shall be kept in Foundation's files and made available to any Director, Officer, or Key Employee upon request. The Secretary shall provide copies of all completed conflict of interest statements (initial and annual) to the Chair of the Board Committee overseeing this Policy, or, if there is no such Committee, to the Chairperson of the Board. The policy is monitored By the Board, who has the authority to delegate the monitoring responsibilities to a committee. The committee shall be composed solely of Independent Directors, and will be required to monitor the adoption, implementation of and compliance with this Policy. The Board may delegate to the Committee the review and approval of any Related Party Transaction involving a Related Party and the Foundation, as contained in this Policy; provided that if the Related Party Transaction is of a magnitude that would otherwise require full Board approval, the Committee shall submit the Related Party Transaction to the Board for consideration, providing its recommendation as to whether or not to approve it. In the event the Board delegates the review and approval of Related Party transactions to a Committee, all references to Board in this Policy shall be deemed to refer to such Committee, and all references to a majority of the Board shall be deemed to refer to a majority of such Committee. Any potential conflict of interest must be promptly disclosed in writing to the Chairperson of the Board and to the Chair of the appropriate Board Committee, if any, together with all material facts. The Board will then determine whether the contemplated Related Party Transaction is fair, reasonable and in the best interests of the Foundation at the time of such determination. The Foundation will not enter into any Related Party Transaction unless it is determined to be fair, reasonable and in the best interests of the Foundation at the time of such determination. If the contemplated Related Party Transaction pertains to compensation for services or the transfer of property or other economic benefit to a Related Party, the Board must determine that the value of the economic benefit provided by the Foundation to the Related Party does not exceed the value of the consideration received in exchange by obtaining and reviewing appropriate comparable data prior to entering the transaction. The Board shall, after considering alternate transactions and/or comparability data, determine in good faith by vote of the Board whether the transaction or arrangement is fair, reasonable and in the best interests of the Foundation at the time of such decision. The transaction shall be approved by not less than a majority vote of the Board or Committee members present at the meeting. No Related Party with a Financial Interest may be present for deliberations and voting on the transaction or arrangement in which he or she has a Financial Interest. However, Related Parties are not prohibited from providing information regarding the transaction to the Board prior to the Board's deliberations. No Director or Officer shall vote, act, or attempt to influence improperly the deliberations on any matter in which he or she has been determined by the Board to have a Financial Interest. Any attempt to vote, act, or improperly influence deliberations by a Related Party on any matter with respect to which such person has a Financial Interest may be grounds for removal from the Board or termination from the Foundation. The minutes of all meetings of the Board and all Committee meetings at which a Related Party Transaction is conside”

“The Organization makes its form 990 and form 1023 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, Form 990, Form 1023, and by-laws are also available upon written request or by calling the organization directly.”