Fauna & Flora International USA Inc

“Ffi usa is incorporated as a non-stock corporation. The ceo of fauna & flora international is the sole member of ffi usa, and has the right to participate in the organization's governance pursuant to a provision of the organization's governing document to elect directors at the annual meeting of the members.”

“Members have the ability to elect directors at the annual meeting of members.”

“The form 990 is reviewed by the organization's board of directors prior to filing with the irs.”

“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. To address a conflict of interest, the organization undergoes the following procedures: a) 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 corporation 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 corporation's 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.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”