Toniic Institute

“The ceo, director of finance, and third party accounting service provider reviewed the form 990 with the cpa firm that prepared the return. A copy of the form 990 was provided to the board prior to filing.”

“In connection with any actual or possible conflict of interest, an interested person, (any director, officer, or member of a committee with board delegated powers, who has a direct or indirect financial interest) must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with board delegated powers considering the proposed transaction or arrangement. The chairperson of the 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 board or committee shall determine whether the corporation 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, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest. If the board or committee has reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, it shall inform such person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose. The minutes of the board and all committees with board delegated powers shall contain all necessary information to disclose any conflict of interest, the procedures taken as a result of such conflict and the board approved decision.”

“A voting member of the board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that person's compensation. When approving compensation for directors, officers and employees, contractors, and any other compensation contract or arrangement, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures: (a) the terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation. (b) all members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement. (c) the board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following: (i) compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. "similarly situated organizations are those of a similar size and purpose and with similar resources (ii) the availability of similar services in the geographic area of this organization (iii) current compensation surveys compiled by independent firms (iv) actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement. (d) the terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation.”

“The governing documents, conflict of interest policy, and financial statements are made available upon request for the same period of time set forth in sec. 6104(d).”

“Other professional and consulting service fees: program service expenses 709,520. Management and general expenses 7,163. Fundraising expenses 0. Total expenses 716,683.”