Tenderloin Neighborhood Development Corporation

“In 2017, the board of directors approved amended and restated articles of incorporation and bylaws to conform with existing statutory, lender, and regulatory requirements and to ensure that the organizational documents reflect tndc's current operations. These changes include clarifications of the process for election of directors and the description of the treasurer's role.”

“Audit committee reviews and approves the form 990. Each board member is provided a copy of the form 990 before the filing of the form 990. Full board discusses the form 990 during its next board meeting.”

“Tndc has two conflict of interest policies, one for its board of directors and another for all tndc employees. For the board of directors, the board or the relevant board committee determines if a conflict of interest exists. If a conflict exists, the "interested person" (individual who may have a conflict of interest) may be permitted to make a presentation concerning the proposed transaction or arrangement to the board or board committee, but after that presentation, the interested person leaves the meeting during the discussion of, and vote on, the proposed transaction or arrangement. The board or board committee exercises all appropriate due diligence and then determines whether an alternative transaction or arrangement can be made that would not result in a conflict. If the board or board committee determines that it is not possible to obtain a more advantageous transaction or arrangement, the board or board committee determines, by a majority vote of disinterested directors, whether to enter into the transaction or arrangement that presents a conflict of interest. All directors are required to complete an annual "declaration of interest which may be in conflict" form, disclosing potential conflicts which may possibly arise during the course of the year. For employees, members of the senior management team must complete an annual "declaration of interest which may be in conflict" form which must be updated in the event that a new potential conflict of interest surfaces, and all other employees with a potential conflict must do the same. Any potential conflicts of interest are reviewed by the executive director, and approved or mitigated at the executive director's discretion. If the conflict involves the executive director, the conflict is reviewed, approved and if necessary mitigated by the board president.”

“The organization follows the requirements of sb1262, wherein comparability data and substantiation is required if there is a newly hired ceo or cfo or the compensation of either/both is increased incongruently with those of other employees.”

“Governing documents and policy are available upon request. Audited financial statements are posted on website.”

“The executive committee is empowered in the corporation's bylaws to exercise all authority of the board between meetings of the board, except to: a) fill vacancies on the board or on any committee; b) amend or repeal the articles of incorporation or bylaws or adopt new bylaws; c) amend or repeal any resolution of the board; d) designate any other committees of the board or appoint the members of any committee; e) approve any transaction (1) to which the corporation is a party and one or more directors has a material financial interest; or (2) between the corporation and one or more of its directors or between the corporation and any corporation or firm in which one or more of its directors has a material financial interest. At 12/31/17, the executive committee was composed of the following board members: margaret schrand lisa blakely chris gouig tracey edwards”

“To better comply with state of california law, tndc created a separate audit and finance committee in 2017. The audit committee's primary purpose is to review and approve the organization's financial statements and approve selection of the audit firm. The chair of the audit committee is not a member of the finance committee.”