Deep Vellum Publishing Inc

“On december 8, 2022, the organization's by-laws were significantly modified to add more detail and descriptions to several sections. Changes include: 1) adding article one, naming the corporation. 2) updating and expanding on the organization's purpose in articles three, section 3.01. 3) in section 3.04 discussing the dissolution of the corporation, detail was added to say that when reasonable possible, the assets of the organization shall be distributed to one or more organizations in dallas, texas whose purposes are similar to the purpose of the organization and which would qualify under the provisions of section 501(c)(3) of the internal revenue code and its regulations. 4) section 3.05 was added, stating that the corporation is organized pursuant to the texas nonprofit corporation act and does not contemplate pecuniary gain or profit and is organized for nonprofit purposes; notwithstanding any other interpretations, "nonprofit purposes" shall be consistent with section 501(c)(3) of the internal revenue code. 5) article five, section 5.02 discussing the number, tenure, and qualifications of the board of directors has been edited to say that directors shall serve two year terms, not to exceed four consecutive terms in office absent approval of the board by a two-thirds majority vote of the current members of the board of directors present at a properly-noticed meeting to elect directors, so long as a quorum is present at such meeting, when the board and the director mutually agree that an additional term will provide needed leadership and continuity. Additionally, approximately one-quarter of the director's terms expire annually and a director shall serve until that director's successor shall be elected and qualified, unless the director earlier resigns or is removed, and no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. 6). Under article five sections 5.05 and 5.06 were added. Section 5.05 discusses board of director vacancies and how they shall be filled and when it is necessary to fill the vacancies. Section 5.06 states that directors shall not receive compensation for any services in their capacity as directors, but may receive compensation if serving in any other capacity. 7) article six was added, discussing the appointment, purpose, and meetings of the advisory board, which exists to advise the board of directors on matters relating to the stated purposes of the corporation. 8) chair of the board was added as a type of officer in article seven. 9) three new committees were added to article eight, which include an internal affairs committee, an external affairs committee, and a governance committee. 10) section 8.08 was added to article eight, requiring each committee shall prepare a committee charter that includes a statement of the purpose, key responsibilities, committee composition and term limits, meetings, as well as authorization and limitations of power to be submitted to the board of directors for revision or approval. 11) article nine, employees, was added, establishing the roles of the publisher and of the chief executive officer or executive director, both which directly report to the board of directors. Both roles are responsible for hiring additional staff and may participate in board of director and committee meetings.”

“There were no committees during the year which had authority to act on behalf of the full board.”

“The board was provided a draft electronically for final notes or questions, which were then submitted so that any required changes could be made. The board then voted for the executive director to approve and file on behalf of the organization.”

“Persons covered - any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest. Monitoring proposed or ongoing transactions for conflicts - an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the governing board or committee with governing board delegated powers considering the proposed transaction or arrangement. Each covered person must annually sign a statement which affirms that such person has received, has read, and understands the policy and agrees to comply with it. Periodic reviews are to be conducted which, at a minimum, include the following subjects: whether compensation arrangements and benefits are reasonable, based on competent survey information, and the results of arm's length bargaining; and whether partnerships, joint ventures, and arrangements with management organizations conform to the organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or an excess benefit transaction. Dealing with potential conflicts and the level at which determinations of whether conflict exists are made - after 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. Dealing with actual conflicts ,the level at which actual conflicts are reviewed, and restrictions imposed on the interested person - 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 the possible conflict of interest. The chairman of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board or committee shall determine whether the 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. 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 organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.”

“The executive director's compensation was determined by the board upon consultation with an independent consultant, review of forms 990 of other nonprofit publishing houses an literary arts centers in texas, minnesota, california, and new york, and consideration of the guidestar nonprofit compensation report and informal surveys of other publishing industry professionals. This process was last undertaken in june 2022.”

“Information availability documents are available upon request.”

“Payroll service fees: program service expenses 0. Management and general expenses 1,391. Fundraising expenses 0. Total expenses 1,391. Freelance costs: program service expenses 148,572. Management and general expenses 0. Fundraising expenses 0. Total expenses 148,572.”

“Adjustment to opening balance equity -21,185.”