Deep Vellum Publishing Inc

“In March 2023, the bylaws were amended, with the most significant changes as follows:1. The name was changed to "Deep Vellum." This change has not been made official as of this return's filing date because the necessary filing was not yet made with the Texas Secretary of State.2. The organizational purposes were updated to: "The Corporation is organized exclusively for cultural, charitable and educational purposes. The Corporation is established as a permanent organization in Texas dedicated to bringing the world into conversation through literature and enhancing the open exchange of stories and ideas across cultures by publishing work by writers from all over the world and from right here in Texas, and through interactive, reader-centric discussions that promote literacy and a lifelong love of reading and writing among all populations. The Corporation may engage in any activities that further these purposes and promote the publication of creative writing and an appreciation for the literary arts in the Dallas community, such as activities related to the Literary Art Center in Dallas. Consistent with these purposes, the Corporation shall pursue authorized activities as described in Section 501(c)(3) of the Internal Revenue Code."3. The number, tenure, and qualification of Directors was updated to: "The number of Directors shall be not less than three (3) nor more than twenty (20). 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. As a condition to being elected or to serve a new term, each proposed or current Director shall agree to comply with any requirements for a Board Member enacted by the Governance Committee and approved by a majority vote of the Board of Directors to avoid removal, which shall include a requirement to participate in at least two regular meetings each year. Approximately one-quarter of the Directors terms shall expire annually. A Director shall serve until that Director's successor shall be elected and qualified, unless the Director earlier resigns or is removed. No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director."4. Provisions regarding compensation to Directors were modified to indicate that no disclosure to or approval by the Board is necessary for a Board Member to receive standard compensation as a writer or translator or editor or for a similar programmatic role for any proposed program or published material.5. Details of the position of Vice President was changed to: "The Vice President shall also generally assist the President and exercise such other powers and perform such other duties as are delegated by the President and the Board."6. A provision was added to require that the bylaws be updated every 5 years.”

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

“A draft of this Form 990 was emailed to directors and the executive director for review before filing.”

“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 a 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 and literary arts centers, and consideration of the GuideStar Nonprofit Compensation Report and informal surveys of other publishing industry professionals. This process was last undertaken in 2021 and documented in the minutes to a board meeting.”

“No such individuals are compensated.”

“These are available on our website and upon request.”

“Prior period adjustment (no material effect on Sch. A) = -$360”

“The reported amount for prepaid royalty payments to authors and translators has not been updated from that of the prior year. Accordingly, reported royalty expenses may change when a full clean-up of such transactions in the books is complete, and the Organization anticipates amending this Form 990 if the changes are significant.”

“The reported amount for prepaid royalty payments to authors and translators, which are included within "Other assets," has not been updated from that of the prior year. This figure may change when a full clean-up of such transactions in the books is complete, and the Organization anticipates amending this Form 990 if the changes are significant.”