Greater Houston Community Foundation

“The organization has as its sole member, the greater houston community foundation, a texas nonprofit corporation. The following matters are reserved to the member and shall require the affirmative action 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 and an organization exempt from federal income taxation under section 501(a) of the code, or corresponding provisions hereafter in effect, as an organization described in section 501(c)(3) 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 via email to the board members for review prior to filing. The controller of the greater houston community foundation initially reviews the 990. Upon the resolution of any questions raised by this individual and any changes that result from this review, the completed document is then distributed to the principal officer for their 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 board.”

“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 acknowledgement. When discussion occurs and/or votes are taken in committee and/or board members 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 conflicts of interest policy may be obtained by calling the office. The organization's financials are not audited. A copy of the combined audited financials for the related organizations, greater houston community foundation, may be requested by calling the office.”