Kilimanjaro Technology Foundation

“Tony werner and laurel werner have a family relationship.”

“A copy of form 990 is provided to the directors prior to filing.”

“Conflicts of interest section 1. Definition. A "conflict of interest" is defined as any status or relationship of a director that may interfere, or could reasonably perceived as interfering, with the director's ability to exercise independent judgment in the best interest of the corporation. Conflicts may arise, for example, if a director (or partner, business associate, or family member of a director) holds a leadership position (e.g., director, officer, partner, owner) in an entity that: (a) does, or wishes to do, business with the corporation; or (b) would receive a tangible benefit, or suffer a tangible detriment, by an action of the board. Section 2. Disclosure. Directors shall disclose to the board all conflicts of interest on an annual basis. In addition, conflicts shall be disclosed as they arise if relevant to anticipated action by the board. The fact that no improper conduct or actual undue influence may result from a conflict of interest does not exempt the director from disclosing the conflict. Section 3. Abstention. In addition to disclosure, for a conflict of interest relating to any matter under consideration for a decision by the board of directors, the director shall abstain from any vote, discussion (except as the board deems necessary for informational purposes), and any attempt to influence the decision of the board on that matter. The board may also require the director to be excused from a meeting while the matter is being deliberated and voted on. Section 4. Conflicts of fellow directors. If a board member believes that another director has a conflict of interest that has not been disclosed, that board member shall take appropriate steps to address the matter. This may include communicating directly with the other director or, if that is ineffective, bringing the matter to the full board for resolution.”

“In compliance with internal revenue service guidelines for approval of senior management compensation, the board of directors, or a delegated committee of the board (referred to as the "approval body" below), will utilize the following process to review and approve compensation arrangements between the corporation and its directors, officers and employees: section 1. Impartial decision makers. The compensation arrangement must be approved in advance (before any payment is made) by the approval body composed entirely of individuals who do not have a conflict of interest with respect to the compensation arrangement. Section 2. Comparability data. When the approval body is considering a compensation arrangement, it must rely on comparability data that demonstrate the fair market value of the compensation in question. For example, when crafting compensation packages, the approval body must secure data that documents compensation levels for similarly qualified individuals in like positions at like organizations. This data may include the following: (a) expert compensation studies by independent firms; (b) written job offers for positions at similar organizations; (c) documented telephone calls about similar positions at both nonprofit and forprofit organizations; and (d) information obtained from the irs form 990 filings of similar organizations. Section 3. Concurrent documentation. The approval body must document how it reached its decisions, including the data on which it relied. To qualify as concurrent documentation, written or electronic records of the approval body (such as meeting minutes) must note: (a) the terms of the compensation and the date it was approved; (b) the members of the approval body who were present during the debate on the compensation that was approved and those who voted on it; (c) the comparability data obtained and relied upon and how the data were obtained; and (d) any actions taken with respect to consideration of the compensation by anyone who is otherwise a member of the approval body”

“The organization makes its governing documents and financial statements available on request from the organization.”

“Reversal of stock sales that closed after year end 6,659. Unrealized gain on contributed securities -3,948. Book to tax difference -217.”