The Tricontinental Ltd

“The organization presents its board of directors with issued financialstatements and a draft of the irs form 990. Upon board approval, form 990is electronically filed with the irs”

“A director or officer shall disclose a conflict of interest: (a) prior tovoting on or otherwise discharging his duties with respect to any matterinvolving the conflict which comes before the board or any committee; (b)prior to entering into any contract or transaction involving the conflict;(c) as soon as possible after the director or officer learns of theconflict; and (d) on the annual conflict of interest disclosure form.”

“It is the policy of the corporation to pay no more than reasonablecompensation for personal services rendered to the corporation by officersand employees. The directors of the corporation shall not receivecompensation for fulfilling their duties as directors, although directorsmay be reimbursed for actual out-of-pocket expenses which they incur in order to fulfill their duties as directors.the board of directors must approve, in advance, the amount of allcompensation for officers of the corporation. Before approving thecompensation of an officer, the board shall determine that the totalcompensation to be provided by the corporation to the officer is reasonablein amount in light of the position, responsibility and qualification of theofficer for the position held, including the result of an evaluation of theofficer's prior performance for the corporation, if applicable. In makingthe determination, the board shall consider total compensation to includethe salary and the value of all benefits provided by the corporation to theindividual in payment for services. At the time of the discussion anddecision concerning an officer's compensation, the officer should not bepresent in the meeting. The board shall obtain and consider appropriatedata concerning comparable compensation paid to similar officers in likecircumstances.the board shall set forth the basis for its decisions with respect tocompensation in the minutes of the meeting at which the decisions are made,including the conclusions of the evaluation and the basis for determiningthat the individual's compensation was reasonable in light of theevaluation and the comparability data.”

“See explanation for form 990, part vi, section c, line 19 below.”

“The financial statements and form 990 are attached to an annual reporting requirement for public charities that is submitted to the attorney generalof the commonwealth of massachusetts. The information is available to thepublic at the attorney general's website and upon request. Returns are alsoavailable on the irs teos (tax exempt organization search) system.”