Heather Abbott Foundation

“At each annual meeting of the directors, directors shall be elected to hold office until the next annual meeting and until their successors have been elected and qualified. Each director shall have one vote. Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board of directors for any reason shall be filled by vote of a majority of directors then in office, regardless of their number. Directors elected to fill newly created directorships shall hold office until their successors have been elected and qualified. Directors elected to fill vacancies shall serve until the next annual meeting at which the election of directors is in the regular order of business and until their successors are elected and have qualified.”

“Form 990 is prepared by a cpa license in rhode island and provided via pdf to the president and treasurer for review and comments. Once reviewed and final changes have been made, the form 990 is finalized and signed by the cpa, provided to the president and electronically filed with the irs.”

“The secretary of the corporation distributes annually to all directors, officers and key employees (as identified by the corporation), a form soliciting the disclosure of all conflicts of interest, including specific information concerning the terms of any contract or transaction with the corporation and whether the process for approval set forth in this policy was used. Such disclosure form may require disclosure of other relationships that may not constitute an actual conflict of interest, but which are required to be disclosed in order for the corporation to comply with its annual reporting requirements.”

“It is the policy of the corporation to pay no more than reasonable compensation for personal services rendered to the corporation by officers and employees. The directors of the corporation shall not receive compensation for fulfilling their duties as directors, although directors may be reimbursed for actual out-of-pocket expenses which they incur in order to fulfill their duties as directors. Expenses of spouses will not be reimbursed by the corporation unless the expenses are necessary to achieve a corporation purpose. The board of directors must approve in advance the amount of all compensation for officers of the corporation. Before approving the compensation of an officer, the board shall determine that the total compensation to be provided by the corporation to the officer is reasonable in amount in light of the position, responsibility and qualification of the officer for the position held, including the result of an evaluation of the officer's prior performance for the corporation, if applicable. In making the determination, the board shall consider total compensation to include the salary and the value of all benefits provided by the corporation to the individual in payment for services. At the time of the discussion and decision concerning an officer's compensation, the officer should not be present in the meeting. The board shall obtain and consider appropriate data concerning comparable compensation paid to similar officers in like circumstances. The board shall set forth the basis for its decisions with respect to compensation in the minutes of the meeting at which the decisions are made, including the conclusions of the evaluation and the basis for determining that the individual's compensation was reasonable in light of the evaluation and the comparability data.”

“There shall be kept at the office of the corporation: (1) a copy of the by-laws; (5) a copy of the corporation's application for recognition of exemption with the internal revenue service; and (6) copies of the past three (3) years' information returns and form 990-t (if any) to the internal revenue service. Such forms will be made available to the public upon request.”