22 Kill

“There are no committees that have the authority to act on behalf of the board.”

“The 990 is reviewed by the executive leadership team, and then reviewed and approved by the board of directors at a scheduled meeting. Approval of the 990 by the board of directors is documented and maintained in written meeting notes.”

“The purpose of the conflict of interest policy is to protect the organization's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of one of its officers or directors, or that might otherwise result in a possible excess benefit transaction. Not more than 50% (percent) of the persons serving on the board of directors at any time may be interested persons. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors who are considering the proposed transaction or arrangement. After the disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the board meeting while the potential conflict of interest is discussed and voted upon. The remaining board members shall decide if a conflict of interest exists. In the event that the board should establish that a proposed transaction or arrangement establishes a conflict of interest, the board shall then proceed with the following actions: a) any interested person may render a request or report at the board meeting, but upon completion of said request or report the individual shall be excused while the board discusses the information and/or material presented and then votes on the transaction or arrangement proposed involving the possible conflict of interest. B) the chair of the board of the board shall, if deemed necessary and appropriate, appoint a disinterested person or committee to investigate alternatives lo the proposed transaction or arrangement. C) alter exercising due diligence, the board 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. D) if a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the best interest of the organization, for its own benefit, and whether it is fair and reasonable. It shall make its decision as to whether to enter into the transaction arrangement in conformity with this determination. Should the board have reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, the board shall then inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose. If, after hearing the interested person's explanation, and after making further investigation as may be warranted in consideration of the circumstances, the board determines the interested person intentionally failed to disclose an actual or possible conflict of interest it shall take appropriate disciplinary and corrective action.”

“The executive committee of the board of directors is authorized, under the organizational bylaws, to perform specific functions such as executive compensation. The organization provides a fair and not excessive compensation for the ceo. The annual process for determining compensation is as follows: 22kill shall [either the full board or a compensation committee/executive committee] annually evaluate the ceo on his/her performance, and ask for his/her input on matters of performance and compensation. The executive committee will obtain research and information to make a recommendation to the full board for the compensation (salary and benefits) of the ceo (and other highly compensated employees or consultants) based on a review of comparability data. This data may include the following: 1. Salary and benefit compensation studies by independent sources; 2. Written job offers for positions at similar organizations; 3. Documented telephone calls about similar positions at both nonprofit and for-profit organizations; and 4. Information obtained from the irs form 990 filings of similar organizations. To approve the compensation for the ceo (and other highly compensated employees and consultants) the board must document how it reached its decisions, including the data on which it relied, in minutes of the meeting during which the compensation was approved. The process described here was last completed in 2022.”

“Organization's governing documents and financial statements are made available upon request.”