Patriot Art Foundation

“Directors ultimately hold full non-delegable responsibility for the Corporations actions and well-being. Directors are required to carry out their board responsibilities with careful attentiveness and dedication attending meetings, actively participating in board deliberations, seeking outside counsel and guidance as appropriate; and ensuring that all state and federal taxes, registrations, returns, and other financial reports required under applicable laws are timely filed.”

“Article I. PurposeThe purpose of this Conflict of Interest Policy is to protect the Corporation and its tax-exempt status when the Corporation is contemplating entering into a transaction or arrangement that involves certain individuals that have a special relationship with the Corporation, either directly or through family or business relationships. The law imposes a fiduciary duty on the Corporations directors, which carries with it a broad and unbending duty of loyalty to the Corporation. The directors have the responsibility of administering the Corporations affairs honestly and prudently, and of exercising their best care, skill, and judgment for the Corporations sole benefit. As such, they shall exercise the utmost good faith in all transactions involved in their duties, and they shall not use their positions with the Corporation or knowledge gained therefrom for improper private benefit. The interests of the Corporation must be the first priority in each directors decisions and actions. This Policy is intended to supplement but notreplace applicable laws governing conflicts of interest for nonprofits. Article II. Definition of Interested Person and Conflict of InterestAn Interested Person shall include:1. any director, officer, member of a committee with board-delegated power, or keyemployee of the Corporation (an employee with decision-making authority);2. a substantial contributor to the Corporation;3. any family member of the individuals described above; and 4. any corporation, trust, or other entity in which persons described above hold more than35 percent of the total combined voting power.A Conflict of Interest is any transaction or arrangement involving the Corporation, which directly or indirectly benefits an Interested Person.A. Annual AffirmationsEach director, officer, member of a committee with board-delegated power, or key employees of the Corporation shall annually sign a statement which affirms that such person:1. has received a copy of this Policy;2. has read and understands the Policy;3. has disclosed on the annual statement all known potential Conflicts of Interest that may arise, or have arisen; and4. agrees to comply with the Policy. B. RecordkeepingThe Corporations Board of Directors shall maintain a record of other known potential Conflicts of Interest that may arise, or have arisen with Interested Persons not otherwise disclosed under Section A of this Article.Article IV. Procedures for Addressing Conflicts of InterestA. Loyalty to the CorporationThe Corporation must be careful in undertaking transactions with Interested Persons to ensure that the transaction is in the best interest of the Corporation and that the Interested Person is not receiving an improper private benefit. This may include, but is not limited to, those transactions involving Interested Persons with decision-making authority in the Corporation. B. Duty to Disclose and Recuse from Discussion and VoteInterested Persons with decision-making authority in the Corporation have a duty to disclose the existence of a potential Conflict of Interest in any proposed transaction or arrangement under consideration by the Corporation. After disclosure of the interest and all material facts related thereto by the Interested Person, including any initial questioning by the independent individuals on the board or committee, the Interested Person with the Conflict of Interest shall recuse himself or herself and is not permitted to participate in any discussion or vote, on the transaction or arrangement. C. Investigation and Due Diligence AnalysisThe Corporation has a duty to investigate alternatives to any proposed transaction orarrangements involving Interested Persons to determine whether the proposed action is in the best interest of the Corporation. If appropriate, the chairperson may appoint a disinterested person or committee to perform this investigation. After exercising due diligence, the board or committee shall determine whether the Co”

“The position of Executive Director was posted on Linked In. The board interviewed three candidates and unanimously decided on the current Executive Director, Peggy Tadej.”

“Copies of this return are available upon request”

“A copy of governing documents and statements will be provided up on request”

“Rounding”