Cutty Legacy Foundation

“Employees of the centers for habilitation (tch) provide administrative and management support for the organization. The organization reimburses tch for these expenses.”

“Directors of the supported organizations, tch, are automatically, by reason of such office, elected as a directors of cutty legacy foundation (clf). The president/ceo of tch is automatically a voting member of the board of directors and the ceo of clf. The term of each director and officer is dependent on their term within tch.”

“The supported organization, tch, has the right and authority to approve: amendments to articles of incorporation or bylaws; incurrence of debt (other than trade debt incurred in the ordinary course of the organization's operations); adoption of plan of merger or consolidation; sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the assets of the organization; and dissolution of the corporation.”

“There are no committees with the authority to act on behalf of the board.”

“The form 990 was prepared by an outside accounting firm and reviewed by the cfo of tch. Then, a draft form 990 was emailed to the members of the board for review prior to the filing of the return.”

“It is the policy of the cutty legacy foundation (clf) to avoid any conflict of interest in service on or actions taken by the board of directors (the "board"). Directors do not vote on nor participate in the board discussion regarding any matter in which he or she is involved that will directly or indirectly financially affect another service organization, business, or activity with which that director is also closely associated and may personally benefit from that association. If it is determined that a conflict does exist, that person will not vote on nor participate in the discussion of any matters related to the item that creates the conflict.”

“The organization does not compensate any officers or directors. The ceo is compensated by the centers for habilitation (tch). Tch's executive committee recommends the ceo's compensation to the board for their approval. Only independent members of the executive committee and board are permitted to deliberate and vote on the compensation. The executive committee refers to information reported in the 990 returns of comparable organizations and other data sources in their decision, which is contemporaneously documented in the committee's minutes.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”