Rights & Democracy Education Fund Inc.

“(a)Executive Committee. An Executive Committee, which shall consist of at least three (3) Directors, one of whom shall be the Executive Director or one of the Co-Executive Directors, who shall also serve as chairperson of the Executive Committee. The other members of the Executive Committee shall be appointed by the Executive Director or Co-Executive Directors, subject to the approval of the Board. The Executive Committee shall have all the authority of the Board except as to the following matters:i.the filling of vacancies on the Board or on any committee;ii. the amendment or repeal of the By-Laws or the adoption of new By-Laws;iii.the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable; andiv.the fixing of compensation of the Directors for serving on the Board or any committee”

“No review was or will be conducted.”

“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 and members of committees with governing board delegated powers considering the proposed transaction or arrangement.After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.3.Procedures for Addressing the Conflict of Interesta.An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.b.The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.c.After exercising due diligence, the governing board or committee 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 governing board or committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Organizations best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.4.Violations of the Conflicts of Interest Policya.If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.b.If, after hearing the members response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, the board shall appoint a special committee to conduct periodic reviews. The periodic reviews shall, at a minimum, include the following subjects:a.Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arms length bargaining.b.Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organizations written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.”

“Section 3.10 CompensationAny Officer, employee or agent of the Organization is authorized to receive a reasonable salary or other reasonable compensation for services rendered to the Organization when authorized by a majority of the Board, and only when so authorized.”

“No documents available to the public.”