Southwest Native-American Foundation

“The board of directors may, from time to time, and by resolution adopted by a majority of the directors then in office provided that a quorum is present, designate one or more committees to exercise all or a portion of the authority of the board, to the extent of the powers specifically delegated in the resolution of the board or in these bylaws. Each such committee shall consist of at least one (1) director, and may also include persons who are not on the board but whom the directors believe to be reliable and competent to serve at the specific committee. However, committees exercising any authority of the board of directors may not have any non-director members. The board may designate one or more alternative members of any committee who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the directors then in office, provided that a quorum is present. The board of directors may also designate one or more advisory committees that do not have the authority of the board. However, no committee, regardless of board resolution, may: a) approve of any action that, pursuant to applicable law, would also require the affirmative vote of the members of the board if this were a membership vote. B) fill vacancies on, or remove the members of, the board of directors or any committee that has the authority of the board. C) fix compensation of the directors serving on the board or on any committee. D) amend or repeal the articles of incorporation or bylaws or adopt new bylaws. E) amend or repeal any resolution of the board of directors that by its express terms is not so amendable or repealable. F) appoint any other committees of the board of directors or their members. G) approve a plan of merger, consolidation, voluntary dissolution, bankruptcy, or reorganization; or a plan for the sale, lease, or exchange of all or considerably all of the property and assets of the corporation/organization otherwise than in the usual and regular course of its business; or revoke any such plan. H) approve any self-dealing transaction, except as provided pursuant to law. Unless otherwise authorized by the board of directors, no committee shall bind the corporation/organization in a contract or agreement or expend corporation/organization funds.”

“A complete copy of the form 990 will be provided to the board of directors for review prior to filing.”

“All board members and officers are subject to the conflict of interest policy. 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. After the 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 potential conflict of interest is discussed and voted upon. The remaining board members shall decide if a conflict of interest exists. In the event that the board should establish that a proposed transaction or arrangement establishes a conflict of interest, the board shall then proceed with the following actions: a) any interested person may render a request or report at the board meeting, but upon completion of said request or report the individual shall be excused while the board discusses the information and/or material presented and then votes on the transaction or arrangement proposed involving the possible conflict of interest. B) the chair of the board shall, if deemed necessary and appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. C) after exercising due diligence, the board shall determine whether the corporation/organization 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. D) 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 best interest of the corporation/organization, for its own benefit, and whether it is fair and reasonable. It shall make its decision as to whether to enter into the transaction arrangement in conformity with this determination. The minutes of any board meeting discussing a potential conflict of interest shall document the deliberation and decision.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”