Driven Brands Charitable Foundation

“The three board members all have a business relationship with each other.”

“In accordance with our bylaws: foundation directors shall remain directors for so long as they remain in their respective postitions as officers of driven brands, inc.; provided, that if any director no longer wishes to serve, such director's service shall cease upon resignation, and the remaining board members, in their sole discretion, will decided whether to fill the vacancy with another individual of their choosing, or to eliminate the vacant board seat until the resigning director has been replaced in the driven brands inc. Office entitling him/her to a seat on the foundation board.”

“The form 990 was reviewed in detail by the accounting department of the related organization and the chair of directors and provided to all board members prior to filing.”

“Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the affected person shall (a) fully disclose the nature of the interest and (b) withdraw from discussion, lobbying, and voting on the matter. Any transactions or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the foundation to do so. The minutes of meetings at which such votes taken shall record such disclosure, abstention and rationale for approval.”

“The foundation does not provide compensation to any officers or board members. The three board members are compensated by driven brands, inc. For their services rendered to driven brands, inc. Only. The board members and officers serve the foundation in a volunteer capacity, and the foundation does not reimburse driven brands, inc. For services rendered to the foundation by them. Certain services are provided by a driven brands employee to provide assistance to the foundation in conducting fundraising and related activities. Those directly provided services are partially reimbursed by the foundation to driven brands, at cost or lower. This employee is neither a board member, officer, nor key employee.”

“The organization makes its governing documents and conflicts of interest policy available to the public upon request.”

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“Removal of prior year payable to reflect cash basis 360,000. Prior year charitable distributions -65,264.”