Bitcoin Gives Foundation

“The articles of dissolution were filed on december 16, 2022 to dissolve the organization.”

“The organization has one member, bryam river investments llc, a disregarded entity of nydig ihc llc.”

“The member can appoint directors to the board of directors.”

“The member must consent to: (i) any amendment to the articles of incorporation or the bylaws; (ii) any appointment, election or removal of a class a director; (iii) any incurance of indebtedness in excess of $10,000; (iv) any fundamental change to corporate form; (v) any organization or formation of any affiliate or subsidiary to be controlled by the organization.”

“The organization does not have any committees with authority to act on behalf of the governing body.”

“The form 990 was prepared by the organization's tax preparers, and reviewed by tax managers within the organization. Prior to filing, a full and complete copy of the form 990 was provided to the governing body.”

“Each director, principal officer and member of a committee with governmg board delegated powers annually signs a statement which affirms receipt and understanding of the conflict of interst policy. In connection with any actual or possible conflict of interest, an interested person discloses the existence of the financial interest and is given the opportunity to disclose all material facts to the directors and members of committees with governmg 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, the interested person leaves 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 decide if a conflict of interest exists. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, the interested person leaves the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairperson of the governing board or committee, if appropriate, appoints a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board or committee determines whether the foundation 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. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, then the governing board or committee determines by a majority vote of the disinterested directors whether the transaction or arrangement is in the foundation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the determination, it makes its decision as to whether to enter into the transaction or arrangement. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it informs the member of the basis for such belief and affords the member an opportunity to explain the alleged failure to disclose. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it takes appropriate action, including any corrective action.”

“The organization's governing documents, conflicts of interest policy, and financial statements are available upon request.”