Change Org Charitable Foundation Inc.

“This corporation shall have two classes of membership, the trustee member and director members, as follows: a. The trustee member shall be [change.org foundation trustee, llc], a delaware public benefit limited liability company. B. Each person elected or appointed to this corporation's board of directors shall automatically be a director member until such status is terminated pursuant to section 2.a of this article ii.”

“The trustee member of this corporation shall have the following limited rights: a. The right to remove all of the general directors, the founder, and the pbc shared directors as directors of this corporation, only under emergency circumstances, as provided in section 4 below; b. The right to appoint new directors to a reconstituted board, only under emergency circumstances, as provided in section 4 below; c. The right to vote on the amendment or repeal of any provision of these bylaws affecting the existence, status, or rights of the trustee member under these bylaws, in accordance with article x, section 3; and d. The right to vote on any amendment or restatement of this corporation's certificate of incorporation if such amendment or restatement would affect the existence, status, or rights of the trustee member.”

“1. Preparation: the foundation's finance manager shall be responsible for the timely completion of the foundation's form 990. He/she shall coordinate the selection of an external tax accountant to aide in the preparation of the form and its necessary materials, with approval from the board of directors. Approval shall come in the form of a board resolution, passed by a majority of voting directors. 2. Distribution: upon completing the preparation of the form 990 for a given tax year the finance manager shall provide a copy of the final document to the following individuals: treasurer of the board of directors. All other directors shall be notified that copies are available for review and those who request a copy of the 990 shall be given one, but are not obligated to be supplied with a copy unless they request one. 3. Review: the finance manager must arrange a meeting or allow for q&a in some other format (as agreed to by the form 990 recipients) that allows for the recipients of the form 990 to ask questions about its content until they are satisfied with the final product and give their consent to move forward with filing it. 4. Filing: the form 990 shall be filed with the irs (and applicable state and local agencies) in a timely manner.”

“Annual disclosures: once a year, the secretary (with assistance from the assistant secretary) will circulate a form to all directors and officers soliciting the disclosure of all conflicts of interest with the foundation. This form will request specifics regarding any contracts or other agreements between the foundation and the respective directors and officers and any other business entities in which they have an interest. Board resolutions: prior to all votes by the board of directors, all directors must ensure that no conflict of interest exists for them as defined by the corporate bylaws. Should a conflict exist, the director(s) affected must abstain from the vote. Prior to each meeting of the board of directors, the assistant secretary will examine conflict of interest disclosures to identify potential mandatory abstentions. However, directors are required to self- enforce their obligation to abstain from such votes and should not rely solely upon the secretary and assistance secretary to dictate the decisions from which they should abstain.”

“It is the policy of the corporation to pay no more than reasonable compensation for services rendered to the corporation. 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 the 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. This process is documented and was last done october 2020.”

“Governing documents and other public documents are available upon request.”

“Change.org platform open and supported in certain geographies, training individuals and ngos in the use of online campaigning platforms, and researching the efficacy of campaigning methods, especially those that are internet-driven, around the world.”