Ad Astra Education Foundation

“Upon completion of review by an external tax preparer, a draft copy of the Form 990 is made available to the Board of Directors to review and recommend revisions. Any such recommendations are provided in a timely manner to incorporate them in the return before transmittal to the IRS.”

“Ad Astra Education Foundation (the "Foundation") operates under a conflict of interest policy, which is as follows: a. Duty to Disclose - A Covered Person who has an actual or possible conflict of interest must disclose the existence and nature of his or her relationship or financial interest to the Board of Directors or the committee considering the proposed transaction or arrangement with the Foundation. The disclosure must be made at or prior to the meeting of the Board or committee considering the proposed transaction or arrangement with the Foundation. b. Determining Whether a Conflict of Interest Exists - After disclosure of the potential conflict of interest and all material facts, and after any discussion with the interested Covered Person, such Covered Person shall leave the portions of all Board or committee meetings at which the existence of a conflict of interest or the proposed transaction or arrangement with the Foundation is considered. The remaining members of the Board or committee shall then discuss and vote on whether a conflict of interest exists and shall seek the advice of legal counsel where appropriate in making such a determination. However, notwithstanding the foregoing, if all members of the Board or committee have a potential conflict, all Board or committee members may participate in the determination of whether a conflict exists, with advice of legal counsel when appropriate, or the Board or committee may appoint a committee of disinterested persons to make the determination. c. Procedures for Addressing the Conflict of Interest. Once a conflict of interest has been determined to exist by the Board or committee considering the proposed transaction or arrangement with the Foundation: (1) The Covered Person(s) with a conflict of interest may make a presentation at the Board or committee meeting at which the transaction or arrangement will be discussed, but after such presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. However, notwithstanding the foregoing, if all members of the Board or committee have a potential conflict, all Board or committee members may participate in such discussion and vote pursuant to the procedure described below, or the Board or committee may appoint a committee of disinterested persons to make the determination. (2) The Board or committee shall use due diligence to determine whether the Foundation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. In doing so, the chair of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (3) Prior to making its decision whether to participate in the proposed transaction or arrangement, the Board or committee shall, if appropriate, obtain and rely on compensation surveys, independent valuations, appraisals, price quotes, competitive bids, or other data appropriate for comparing the proposed transaction or arrangement to similar transactions or contracts that are free from conflicts. (4) After consideration, if the Board or committee determines that a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board or committee may decide to enter into a transaction or arrangement involving a conflict of interest if the Board or committee determines by a majority vote of disinterested members that: (a) the transaction or arrangement is in the best interests of the Foundation; and (b) in reliance on the appropriate data as to comparability, the terms of the transaction or arrangement are fair and reasonable to the Foundation.”

“Ad Astra Education Foundation's governing documents, financial statements, and the conflict of interest policy are available upon written request at the organization's mailing address listed on page 1 of the Form 990. The information may be mailed or sent electronically if requested.”

“Termination distribution of assets - -1802;”