Televerde Foundation Inc.

“The board of directors, by resolution adopted by a majority of the full board, may designate two or more of its members to constitute an executive committee. The executive committee, when the board of directors is not in session, shall have and may exercise all the authority of the board of directors except to the extent, if any, that such authority shall be limited by the resolution appointing the executive committee and except also that the executive committee shall not have the authority of the board of directors in reference to amending the articles of incorporation, adopting a plan of merger or consolidation, recommending to the members the sale, lease or other disposition of all or substantially all the property and assets of the corporation otherwise than in the usual and regular course of its business, recommending to the members a voluntary dissolution of the corporation or a revocation thereof or amending the bylaws of the corporation. The board has not designated a separate executive committee.”

“Michelle cirocco, jill barnard, vince barsolo, aamna jalal and morag lucey have a business relationship.”

“The foundation has six different classes of membership "charter", "visionary", "sustaining", "partnership", "foundation", and "community" with varying levels of donation requirements for each level and rights that are determined from time to time by the board of directors.”

“Only charter members are entitled to vote at the members' meeting for the election of directors.”

“The board of directors can appoint an executive committee to operate on behalf of the board. However, the board did not designate an executive commitee during the current year.”

“Form 990 will be reviewed and approved by the president and the chairman of the board prior to filing.”

“Procedures for addressing the conflict of interest: (a) an interested person may make a presentation at the board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. (b) the chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (c) after exercising due diligence, the board or committee shall determine whether the foundation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. (d) if a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the foundation's best interest and for its own benefit and whether the transaction is fair and reasonable to the foundation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. Violations of the conflicts of interest policy: (a) if the board or committee has reasonable cause to believe that a director, officer, committee member, or employee has failed to disclose actual or possible conflicts of interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose. (b) if, after hearing the response of the person and making such further investigation as may be warranted in the circumstances, the board or committee determines that the person has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“The foundation was incorporated in 2020, at which time the hr team from televerde, llc, a related organization, conducted market research and comparative analysis, to determine appropriate compensation based on size, scope, job title and organization location (city, state) to determine compensation for the president.”

“The organization will provide copies of all governing documents including its conflict of interest policy and financial statements when requested in writing or in person.”

“Employees are not paid by televerde foundation, but are paid by televerde, llc. No federal or state payroll reporting is done by televerde foundation.”

“Consulting fees: program service expenses 12,746. Management and general expenses 1,200. Fundraising expenses 10,800. Total expenses 24,746. Other professional fees: program service expenses 6,349. Management and general expenses 0. Fundraising expenses 0. Total expenses 6,349.”