Public Radio International Inc

“The board may designate two or more of its members to constitute an executive committee, which shall have the authority of the board in the management of the business of the corporation while the board is not in session.”

“Kerri hoffman and cory zanin are trustees and officers of public radio international and officers of prx inc.kerri hoffman, cory zanin and kristi tjaden are trustees and officers of public radio international and trustees of oakleaf endowment trust for pri.”

“The organization has one sole corporate member, prx, inc.”

“The organization's sole corporate member may appoint one director and may at its discretion, remove such director. All other directors shall be elected by majority vote of the directors present at a meeting duly called, subject to prior approval by the sole member. In addition, directors may be removed by the sole member.”

“The organization's sole member has certain reserved rights, including but not limited: to the right to amend the articles and bylaws of the organization; approve the annual operation and capital budgets; approve the organization's multi-year strategic plan; approve replacement of the organization's chief executive officer; approve incurring debt or contractual obligations on behalf of the organization.”

“The form 990 was reviewed for accuracy and content by pri management and was reviewed by an independent accounting firm and the return was provided to the full board prior to filing with the irs.”

“The conflict of interest policy is directed to officers, directors, and all employees who can influence the actions and decisions of pri. A person who has an actual or possible conflict of interest must disclose the existence and nature of his or her relationship or financial interest to the members of the board of directors or a duly constituted committee thereof for consideration of the proposed transaction or arrangement. The matter is only approved if it receives the affirmative vote of the directors who have no conflict in the matter. Each person annually completes and signs a disclosure form. If there is a failure to disclose information, the employee has the opportunity to explain the alleged failure to disclose, disciplinary and corrective action may follow depending the outcome. The minutes of the meeting shall document all proceedings related to conflicts of interest.”

“A board committee reviews and approves the ceo compensation utilizing the guidance from an outside, independent firm.”

“The ceo reviews and approves senior leadership team and key employees compensation utilizing the guidance of our compensation philosophy and an outside consultant.”

“The organization does not make its governing documents or conflict of interest policy available to the public. The financial statements are available to the public upon request.”

“Change in value of split interest agreement = $276908”

“The organization's financial statements are audited on a consolidated basis withprx, inc. The prx's audit committee has oversight authority for its consolidated audit.”