California Certified Organic Farmers

“Any individual, partnership, corporation, limited liability company, or other entity which is engaged in the production or handling for market of organically-grown agricultural products and who is certified by ccof certification services, llc shall automatically become a regular (voting)member in ccof unless they notify ccof in writing that they do not wish to be a member.”

“One director for each chapter shall be elected by the regular members of each chapter in accordance with procedures adopted by the board.”

“Certain types of bylaw amendments, including but not limited to changes in director term limits, membership structure or voting rights, authorized number of directors, and meeting proxy and quorum requirements for voting, must be approved by a vote of the membership.”

“FORM 990 IS REVIEWED BY the CEO and CFO and a copy is available for board review upon request. Upon approval, the 990 is filed and a copy is provided to all board members via secure online portal.”

“Each director, officer, or member of a committee with board delegated powers shall annually, and upon assuming office, sign a statement which affirms that such person: (a) has received a copy of the conflicts of interest policy; (b) has read and understands the policy; (c) has agreed to comply with the policy, and (d)understands that in order to maintain its federal tax exemption this corporation must engage primarily in activities which accomplish one or more of its tax-exempt purposes. The duty to disclose requires that such disclosure shall occur immediately upon the occurrence of an event or transaction which could be an actual or possibleconflict of interest, and shall not be delayed until completion of the annual statement. Upon the disclosure of a potential conflict of interest, and all material facts, the following procedures shall apply: (a) the interested person may make a presentation at the board of directors or committee meeting, but after the presentation, they shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. (b) the chairperson of the 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 board or committee shall determine whether this corporation can obtain a more advantageous transaction or arrangement with reasonable efforts 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 attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in this corporation's best interest and for its own benefit and whether it is fair and reasonable to this corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.in addition, to ensure that this corporation operates in a manner consistent with charitable purposes and that it does not engage in california certified organic farmers,inc 77-0070930 activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following inquiries: (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 arrangements, and arrangements with management service organizations conform to written policies, are properly recorded, reflect reasonable payments for goods and services, further this corporation's charitable purposes and do not result in inurement or impermissible private benefit. (c) in conducting the periodic reviews as provided for herein, this corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the board of its responsibility for ensuring periodic reviews are conducted.”

“We performed a comparison analysis, discussed direction with the personnel committee, and finalized with the board of directors' approval.”

“UPON REQUEST”

“The organization makes its governing documents, financial statements and tax returns available upon request.”