Cicero Action

“Joseph and tayler lonsdale have a family relationship. Joseph lonsdale and blake brickman have a business relationship.”

“Joseph lonsdale is the sole member of the corporation.”

“The member has the right to elect and remove the board of directors of the corporation in accordance with the bylaws of the corporation and exercise such other rights of the member as may be set forth in the bylaws of the corporation.”

“Form 990 is reviewed by the organization's audit committee and provided to the board of directors prior to filing.”

“Board members are required to review and sign conflict of interest statements on an annual basis. The organization considers if there is a conflict, if there is that individual is recused, and the organization revisits the policy during our review of the annual governance checklist. A. Duty to disclose - in connection with any actual or possible conflicts of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. B. Recusal of self - any director may recuse himself or herself at any time from involvement in any decision or discussion in which the director believes he or she may have a conflict of interest, without going through the process for determining whether a conflict of interest exists. C. Determining whether a conflict of interest exists - after disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she will leave the governing board or committee meeting while the determination of the conflict of interest is discussed and voted upon. The remaining board or committee members will decide if a conflict of interest exists. D. Procedures for addressing the conflict of interest 1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she must leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. 2. The chairperson of the governing board or committee will, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. 3. After exercising due diligence, the governing board or committee will determine whether cicero research can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. 4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee will determine by a majority vote of the disinterested directors whether the transaction or arrangement is in cicero action's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement. E. Violations of the conflicts of interest policy 1. If the governing board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform that member of the basis for such belief and afford that member an opportunity to explain the alleged failure to disclose. 2. If, after hearing that member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it will take appropriate disciplinary and corrective action.”

“The organization's board of directors has adopted a compensation policy.”

“The organization does not make the documents available to the public.”

“The board of directors oversee the corporation's annual financial audit to include appointing the independent auditor and reviewing its performance.”