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“The Organizations co-Executive Director is responsible for the timely preparation of the Form 990. The Organizations co-Executive Director may confer with accountants and legal counsel of the Organization with respect to drafts of the Form 990. Copies of the completed Form 990 (including required schedules) will also be reviewed by the Audit Committee. Any questions or concerns will be noted and addressed, and the co-Executive Director shall ensure that any appropriate changes are incorporated into the Form 990, which then shall be signed by the co-Executive Director or other authorized officer of the Organization.A copy of the filed Form 990, if the final version was not circulated prior to filing, shall be circulated to the Board of Directors as promptly as reasonably practical after the filing, and in no case later than its next regular meeting following such filing.”

“Duty to DiscloseEach Insider shall disclose all material facts regarding his or her interest in any decision, transaction or proposed transaction of the Organization, promptly upon learning of the proposed transaction.1. Directors, principal officers, and committee members shall disclose their interests in a transaction or proposed transaction to the Board of Directors. The Board shall address potential conflicts of interest as provided in Article IV below.2. Employees other than principal officers shall disclose their interests in a transaction or potential transaction to the Organizations chief executive officer, who shall take such action as he or she deems necessary or appropriate under the circumstances to address any actual or potential conflict of interest and protect the Organizations interests, including ascertaining all material facts, conducting appropriate investigations, and reassigning employee duties to ensure that the interested employee has no decision-making role or inappropriate influence in the transaction.BOARD Procedures1. Evaluating potential conflicts. As soon as is practicable after learning that an Insider has an interest in a decision or proposed transaction of the Organization, the Board shall ascertain that all material facts regarding the Insiders interest have been disclosed to the Board, evaluate the potential for an actual or perceived conflict of interest, and determine what actions (if any) are needed to protect the reputation and interests of the Organization. The Board may ask questions of and receive presentations from the interested person(s), but the interested person(s) may be asked by the person chairing the meeting to leave the meeting during deliberations and/or voting.2. Procedures in the event of a financial conflict of interest. In the case of all compensation arrangements with a principal officer or director, and all other decisions, transactions or proposed transactions where the Board determines that a principal officer or a director has a financial conflict of interest, the Board shall follow the procedures below to decide whether to enter into the transaction and to ensure that the terms of the transaction are fair to the Organization.a) The Board shall require that the interested person leave the meeting during the discussion of, and the vote on, the transaction or arrangement that may create the financial conflict of interest; and b) The Board shall conduct any investigation necessary to evaluate the transaction, which may include investigating alternatives that present no conflict of interest, and/or compiling appropriate data, such as comparability studies, to determine fair market value for the transaction;c) After exercising due diligence, the Board shall determine whether proceeding with the transaction is in the Organizations best interest. Except as otherwise provided in the Organizations Bylaws or applicable law:i. If any director has a material financial interest in the transaction, then the Board may only approve the transaction in conformity with Section 7.03 of this Organizations Bylaws, which provides that the Board may approve a director self-dealing transaction only if the Board finds that the Organization is entering into the transaction for its own benefit; that the transaction is fair and reasonable to the Organization at the time; and, after reasonable investigation, the Board determines that it could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. Section 7.03 of the Bylaws further requires that the self-dealing transaction be approved by a majority of directors then in office, without counting the vote of the interested director(s).ii. If no director has a material financial interest in the transaction, the Board may approve the transaction if the Board determines that Organization is entering into the transaction for its own benefit, and that the transaction is fair and reasonable to the Organization, a”

“Comparability DataIn early 2021,If/When/How engaged We All Count to perform a salary band analysis and pay equity scan, which was completed and presented in March 2021. Marketplace comparisons were a component of the pay equity scan. The consultant compared If/When/How salaries to seven private and public databases. Then, she built a weighted combination of salaries based on sector,specialty, size, and budget to form an overall marketplace comparison. Finally, the consultant built a comparison for smaller subsets: the reproductive sector and the legal advocary non-profit sector.We base our assessment of reasonableness on these data.”

“Comparability DataIn early 2021,If/When/How engaged We All Count to perform a salary band analysis and pay equity scan, which was completed and presented in March 2021. Marketplace comparisons were a component of the pay equity scan. The consultant compared If/When/How salaries to seven private and public databases. Then, she built a weighted combination of salaries based on sector,specialty, size, and budget to form an overall marketplace comparison. Finally, the consultant built a comparison for smaller subsets: the reproductive sector and the legal advocary non-profit sector.We base our assessment of reasonableness on these data.”

“Governing documednts, policies, and financial statements are provided upon request.”

“Continued from Part I, Line 1 with dignity and to actualize sexual and reproductive wellbeing on their own terms. We employ five proven modalities organizing, training, support, advocacy, and litigation to combat five forms of reproductive oppression ripe for compassionate attention and skillful intervention by people with law and policy expertise.”