Woodway Supporting Foundation 14

“The organization's sole member is the greater houston community foundation, a texas nonprofit corporation. The following matters are reserved to the member and shall require the affirmative actions of the member to be effective: (a) merger, acquisition, or consolidation of the corporation; (b) borrowing or lending of money or the creation of indebtedness through the guaranty of another's debt or similar action; (c) removal, at any time, in its sole discretion, with or without cause, one or more members (each a "director") of the board of directors of the corporation (the "board or "board of directors"); and (d) imposing any restriction on the corporation for any activity or transaction which would result in the loss by the corporation of its status as an organization exempt from federal income taxation under section 501(a) of the code, or corresponding provisions hereafter in effect.”

“The decisions that require affirmative action of the member are detailed in the above answer to part vi, line 6.”

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

“The final document was distributed to the governing body for review prior to filing. The controller and the tax manager of the greater houston community foundation review the 990. Upon resolution of any questions raised by these individuals and any changes that result from this review, the completed document is then distributed to the principal officer for review. Once reviewed by this individual, and updated with any changes, a finalized copy is provided to this individual for final review and approval, prior to distribution to the governing body.”

“The conflict of interest policy is distributed to all directors, non-director committee members, and employees annually. They are asked to acknowledge receipt by returning a signed acknowledgment. When discussion occurs and/or votes are tkaen by committee and/or board meetings, and a member indicates a conflict of interest, such conflicts are noted in the minutes of the meeting and the member abstains from any vote taken.”

“Copies of the certificate of formation, bylaws, and conflict of interest policy may be obtained by calling the office. The organization's financials are not separately audited. A copy of the consolidated audited financials for the related organization, the greater houston community foundation, may be requested by calling the office.”