Toniic Institute

“Lisa kleissner and karl kleissner have a family relationship.”

“The organization employed two management companies to provide services during 2017. Richard muller & associates ltd. Provides coo services as well as serves as the organization's managing director for north america. Afort consultants ltd. Serves as the organization's managing director for europe. The management companies perform duties for toniic institute under the direct supervision of both the organization's ceo and cfo.”

“On october 1, 2017 the bylaws were amended to increase the number of directors from five to between five and eleven, including the chief executive officer. Upon completion of a three-year term, a director may be invited to serve a second three-year term. Upon completion of a second term a director may not serve for an additional term until at least one year has elapsed since the preceding term. The amendment also established an executive committee, consisting of the chair, secretary, treasurer, ceo and chair of any other committees. The duties of the executive committee are to nominate directors and manage the terms of directors and succession planning, to propose amendments to the bylaws, to review and revise policies of the organization, to educate directors as needed, to conduct performance assessments, to provide new board member orientation and to provide such other strategic guidance to the ceo as may be necessary.”

“The cfo reviews the return with the cpa firm that prepared the return. The cfo and ceo review the return, and a copy is 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.”

“All documents are made available upon request and may also be viewed at the institute's office.”

“Part vii is amended to correctly report richard muller and associates ltd. As a board member. The position of chief operating officer and managing director, north america was held by richared muller as sole member of richard muller and associates ltd. The relationship had originally been reported in part vii section b independent contractors. As a result of this correction in reporting schedule l is no longer needed. Return originally reported the contract with richard muller and associates ltd. In part iv schedule l. Therefore schedule l is no longer needed.”

“Consultant: program service expenses 331,766. Management and general expenses 64,841. Fundraising expenses 17,672. Total expenses 414,279.”