Cicero Action

“Joseph and tayler lonsdale are married. 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 the board of directors of the corporation in concordance with the bylaws of the corporation and exercise such other rights of the member as may be set for in the bylaws of the corporation.”

“Form 990 is provided to all board members prior to being filed with the irs.”

“The organization conducts an independent annual audit to examine our policies and procedures for compliance and to identify any conflicts of interest. 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 research'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 makes its conflict of interest policy and financial statements available to the public upon request.”

“Pursuant to a master services agreement effective september 7, 2021, arpinum, inc., a virginia nonstock corporation, provides certain services to cicero action. The president and one board member of action are directors of arpinum, inc. It should be noted that arpinum is not permitted to distribute its proceeds to its directors. Another key employee of arpinum, inc. Currently serves as action's top management and financial official. For arpinum inc.'s services, action pays arpinum, inc. An amount equal to the direct costs incurred by action for the salaries, wages, payroll taxes, benefits, rent and other services associated with action and the personnel providing those services, which totaled $250,000 in 2021.”

“Other professional fees: program service expenses 16,300. Total expenses 16,300. Contracted services: program service expenses 27,587. Management and general expenses 46,535. Fundraising expenses 5,437. Total expenses 79,559.”