Shine a Ligh7 Foundation

“Mark fallen, md and marshall everson, md have a business relationship.”

“The sole member of the foundation is paul martin.”

“The sole member of the foundation has the power to appoint and remove the board of directors.”

“The corporation may not take any of the following actions without receiving member approval in accordance with procedures established by the corporation's articles of incorporation and bylaws: (a) substantially change the present or now intended nature of the corporation's operations or its mission; (b) amend the articles of incorporation or bylaws; (c) voluntarily dissolve; (d) incur long-term debt; (e) mortgage or encumber any assets of the corporation; (f) shell, lease or otherwise dispose of all or substantially all of its property and assets; (g) add or delete major services; (h) purchase or acquire substantially all of the assets of another entity; (i) merge, consolidate with any domestic or foreign organization or lease or sell more than fifty percent of the corporation's property and assets to any entity in any one transaction or series of related transactions; (j) prepay any indebtedness prior to the time for payment thereof as provided in the contract evidencing or creating such indebtedness; (k) loan money or other assets to or guarantee the obligation of any person or entity; (l) approve annual operating budgets, annual or long-range capital budgets, and non-budgeted contracts entered into over $50,000; and (m) approve any extraordinary compensation or bonus to any employee. In addtion to the powers set forth above, the member shall: (a) appoint the board of directos and remove directors at any time, with or without cause (b) exercise all other powers reserved to the members pursuant to the corporation's articles, bylaws, or minnesota statutes chapter 317a.”

“The board reviewed and approved the 990 prior to filing.”

“It is the policy of the board that the existence of any conflicts of interests shall be disclosed before any transaction is consummated. It shall be the continuing responsibility of the board, officers, and executive director to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make such disclosures. Disclosure in the organization should be made to the executive director (or if he/she is the one with the conflict, then to the board president), who shall bring the matter to the attention of the board. Disclosure involving directors should be made to the board president. The board shall determine whether a conflict exists and in the case of an existing conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable to the sal7. The decision of the board on these matters will rest in their sole discretion, and their concern must be the welfare of the sal7 and the advancement of its purpose.”

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