Jerry Rubin Foundation for Cancer Care

“There were no committees in existence with authority to act on behalf of the board”

“The president and treasurer are hereby appointed as a committee of the board with authority of the board to review the irs form 990, ftb form 199, ag form rrf-1 and any other required filings to be filed by the corporation on an annual basis, and such committee is authorized and directed to review such forms (as may be prepared by the certified public accountants engaged by the corporation) on an annual basis prior to the filing of such forms. All board members receive a copy of the form 990 prior to filing.”

“Interested person - an "interested person" shall mean any director, officer, key employee or any committee member regardless of whether such person is a director, who has a direct or indirect financial interest in a contemplated transaction or arrangement. Each director, officer, key employee and member of any committee shall annually sign a statement that affirms such person has received a copy of the conflict of interest policy, has read and understands this conflict of interest policy, has agreed to comply with this conflict of interest policy, and agreed to promptly disclose any actual or potential conflict of interest. Conflict of interest. A conflict of interest may exist when an interested person has, directly or indirectly, a financial interest in any transaction or arrangement under consideration by any officer, the board or any committee. Duty to disclose. A. In connection with any actual or possible conflict of interest, an interested person must fully disclose all material facts related to the relationships and/or financial or other interests that give rise to the actual or potential conflict of interest. Such disclosure shall be made to the board or any officer(s) considering the proposed transaction or arrangement. B. If a director, officer, key employee or committee member becomes aware of any potential conflict of interest related to another director, officer, key employee or committee member, he or she shall bring it to the attention of the president, treasurer/chief financial officer or the secretary immediately. Determining whether a conflict of interest exists. The board may determine that the financial or other interest is not material and that, therefore, there is no actual or potential conflict of interest. If the board determines that there is no actual or potential conflict of interest, no vote of the board shall be required to proceed with the transaction or arrangement. If the board determines that an actual or potential conflict of interest exists, the board may authorize or approve the transaction or arrangement pursuant to the procedures set forth in the next section. Procedures for addressing a conflict of interest. If the board determines that there is an actual or potential conflict of interest, the board shall proceed as follows: a. The interested person(s) shall leave the meeting during the discussion of, and vote on, the transaction or arrangement, provided that such interested person(s) shall be given the opportunity to address the meeting with respect to the transaction or arrangement before leaving the meeting. B. The board may appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement before voting on such transaction or arrangement. C. The board, acting in good faith, may authorize or approve the transaction or arrangement by vote of a majority of the directors then in office without counting the vote of any director who has a material financial interest in the transaction or arrangement (although such director(s) may be counted in determining the presence of a quorum) after determining the following: i. That the board has knowledge of all material facts concerning the transaction or arrangement and the financial interest of any interested person in such transaction or arrangement; ii. That the board is acting in good faith; iii. That the corporation is entering into the transaction for its own benefit; iv. That the transaction is (or was) fair and reasonable to the corporation at the time the corporation will (or did) enter into it; and, v. That, after reasonable investigation under the circumstances, the corporation cannot obtain a more advantageous arrangement with reasonable effort under the circumstances.”

“The foundation's governing documents and its irs form 990 are available on the website of the office of the california attorney general.”