Constructive Dialogue Institute Inc.

“The organization made the following amendments to its bylaws: 1. Article i. Section 2. Update its name to constructive dialogue institute, inc. 2. Article iii. Section 3. Each director elected shall serve a thre (3) year term or until his or her successor shall have been elected and qualified. No director shall be eligible to serve more than nine (9) consecutive years; provided that, after the lapse of one (1) year from the expiration of such maximum consecutive period, a former director shall be eligible for re-election; provided further that, jonathan haidt and caroline mehl, founding directors of the corporation, may serve an unlimited number of consecutive (3) year terms.”

“The board acted as a whole on all matters and no committees were appointed during the year.”

“The organziation has its form 990 prepared by outside accountants. Drafts of the form 990 are reviewed first by the director of operations, and then the executive director. Once the operations team deems a draft acceptable, it is provided to cdi's general counsel (currently laura solomon & associates) for review. Once cdi's general counsel agrees that the draft is ready for board review, it is shared with the remaining members of the board. The board is asked to indicate their approval of the draft by email. Once the board has approved the draft, the form 990 is distributed by the tax preparer to two authorized signatories, typically the executive director and board treasurer.”

“The organization has a conflict of interest policy applicable to all directors, officers and key persons of the corporation. The policy is administered by the board of directors. Prior to a person's initial election and annually thereafter, each director shall sign a statement: (1) whereby such person identifies, to the best of such person's knowledge, any entity of which such person is an officer, director, trustee, member, owner, or employee and with which the corporation has a relationship, and any transaction in which the corporation is a participant and in which the person might have a conflicting interest; and (2) which affirms such person has received a copy of the policy and agrees to comply with the policy. In addition to the annual statements, in connection with any actual or possible conflict of interest or any potential related party transaction, an interested person must disclose the existence of a financial interest, or other personal interest that may give rise to a conflict of interest, and be given the opportunity to disclose all material facts to the board. After disclosure of the financial interest or other personal interest and all material facts, the board shall determine if a conflict of interest exists in accordance with the following: a. An interested person may make a presentation regarding the arrangement or transaction involving the possible conflict of interest to the board. After exercising due diligence, the board shall determine by a majority vote of the disinterested members whether a conflict of interest exists. If the board determines that a conflict of interest does exist, then the interested person is prohibited from attempting to improperly influence any deliberation or voting related to the transaction or arrangement involving the conflict of interest. Further, the interested person must leave a meeting during the discussion of, and the vote on, any such transaction or arrangement. B. If the board determines that a conflict of interest does exist, then it shall also make a determination as to whether the transaction or arrangement involving the conflict of interest is in the corporation's best interest, for its own benefit, and whether it is fair and reasonable. The minutes of the board shall include the deliberations and decision in regard to any actual or potential conflicts of interest.”

“Each year, the board of directors reviews the executive director's performance and sets compensation based on an analysis of comparable data from similar organizations. This data is sourced from platforms such as payscale, salary.com, and form 990s of other organizations. The board's final determination on the executive director's compensation is documented in the budget, which is formally approved during the fourth quarter board meeting. All decisions are documented contemporaneously. This process was last completed in the fourth quarter of 2023.”

“The organization makes its form 990, governing documents, conflict of interest policy, form 1023, and financial statements available to the public upon request.”

“The organization contracted with a professional employer organization (peo) for services, including but not limited to, payroll, timekeeping, employee benefits, hr administration and workforce regulatory compliance needs. As the employer of record for tax purposes, forms w-2 and w-3 are issued by the peo and filed under the peo's federal ein. In this co-employment arrangement, the organization is the common law employer and, accordingly, compensation is reported on form 990, part vii, section a and part ix, lines 5-10.”