Patriot Art Foundation

“Directors ultimately hold full non-delegable responsibility for the Corporations actions andwell-being. Directors are required to carry out their board responsibilities with carefulattentiveness 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-exemptstatus when the Corporation is contemplating entering into a transaction or arrangement thatinvolves certain individuals that have a special relationship with the Corporation, either directlyor through family or business relationships. The law imposes a fiduciary duty on theCorporations directors, which carries with it a broad and unbending duty of loyalty to theCorporation. The directors have the responsibility of administering the Corporations affairshonestly and prudently, and of exercising their best care, skill, and judgment for theCorporations sole benefit. As such, they shall exercise the utmost good faith in all transactionsinvolved in their duties, and they shall not use their positions with the Corporation or knowledgegained therefrom for improper private benefit. The interests of the Corporation must be the firstpriority 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, whichdirectly or indirectly benefits an Interested Person.A. Annual AffirmationsEach director, officer, member of a committee with board-delegated power, or key employees ofthe 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 mayarise, or have arisen; and4. agrees to comply with the Policy. B. RecordkeepingThe Corporations Board of Directors shall maintain a record of other known potential Conflictsof Interest that may arise, or have arisen with Interested Persons not otherwise disclosed underSection 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 ensurethat the transaction is in the best interest of the Corporation and that the Interested Person is notreceiving an improper private benefit. This may include, but is not limited to, those transactionsinvolving 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 theexistence of a potential Conflict of Interest in any proposed transaction or arrangement underconsideration by the Corporation. After disclosure of the interest and all material facts relatedthereto by the Interested Person, including any initial questioning by the independent individualson the board or committee, the Interested Person with the Conflict of Interest shall recuse himselfor herself and is not permitted to participate in any discussion or vote, on the transaction orarrangement. 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 thebest interest of the Corporation. If appropriate, the chairperson may appoint a disinterestedperson or committee to perform this investigation. After exercising due diligence, the board orcommittee shall determine whether the Corporation can obtain a more”

“Copies of this return are available upon request”

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

“The art exhibit We the People opened October 2019 in Charleston, SC. The exhibit includes 50 large scale watercolor portaits of current day American veterans. The traveling exhibition is bringing national attention to military veterans of all ages and all walks of life. In honor of opening weekend, veterans from around the country were invited to take part of this very important exhibit. The organization honored the veterans all weekend with events including brunch and a special reception. The veterans were provided with transportation, lodging and gift bags. The program service expenses listed below are related to the opening weekend.Transportation, photography $460Printing $5,274Reception/Lodging Fees $31,985Veteran Expenses $12,233”