Npa Foundation

“Copy of the 990 is provided to the entire board of directors prior to submitting for filing.”

“Duty to disclose section 3.01in connection with any actual or possible conflict of interest, an interested perso must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the directors and members of committees with board delegated powers considering the proposed transaction or arrangement.determining whether a conflict of interest exists section 3.02after disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.procdures for addressing the conflict of interest section 3.03an interested person may make a presentation at the board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest.the chairperson of the board of committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.after exercising due diligence, the board or committee shall determine whether the corporation 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.if a more advantageous or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest and for its own benefit and whether the transaction is fair and reasonable to the corporaation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.violations of the conflicts of interest policy section 3.04if the board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.if, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.records of proceedings section 4.01the minutes of the board and all committees with board delegated powers shall contain the following:the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to deterine whether a conflict of interest was present, and the board's or committee's decision as to whether a conflict of interest in fact existed.the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the porposed transaction or arrangement, and a record of any votes taken in connection therewith.periodic reviews sectino 5.01to ensure that the corporation operates in a manner consistent with its tax-exempt purposes and that it does not engage in activities that could, jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted.in conducting the periodic review provided for in section 5.01, the corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the board of its responsibility for ensuring that periodic reviews are conducted.”

“No documents available to the public.”