Tides Center

“Tides center has one sole member, tides network, a california nonprofit public benefit corporation.”

“Each of the directors of tides center shall be appointed by the organization's sole member, tides network.”

“Action by the board of directors of the tides center on the following matters shall be effective only with the consent of the board of directors of tides network, the organization's sole member: (i) any change in the fundamental nature or stated purposes for which tides center is organized, (ii) the adoption of the strategic plans for tides center, (iii) the adoption of the annual capital and operating budgets for tides center, (iv) merger, consolidation, or similar reorganization of the corporate structure; (v) disposition of all or substantially all of the assets of tides center; (vi) selection of the auditors of tides center; (vii) removal of a director of tides center without cause; (viii) amendment, repeal or adoption of the articles of incorporation or bylaws, (ix) selection of a chief executive officer; (x) the number of authorized directors and the appointment of directors; and (xi) dissolution of tides center.”

“The form 990 is prepared by an independent tax accountant in conjunction with the organization's finance and accounting department. The treasurer/cfo and legal counsel review a draft of the form 990; adjustments are made as necessary. A complete copy of the form 990 is then provided to the members of the board of directors prior to filing with the internal revenue service.”

“All covered individuals, including officers and members of the board of directors, center advisory boards, and designated staff are required to submit conflict of interest disclosure statements at the time a person becomes a covered individual and annually thereafter. The policy requires covered individuals to periodically update the conflict of interest statement as material facts change, as well as make verbal and/or written disclosures of potential conflicts of interest as they arise. At any time that a potential or actual conflict of interest is identified, disclosure must be made to the board of directors, the appropriate committee, or staff (depending on the nature of the potential or actual conflict). Prior to acting on any matter where a potential or actual conflict is identified with respect to an officer or member of the board, the conflict and all material facts related to it must be fully disclosed by the covered individual to the board prior to consideration of the proposed matter. If the board determines a conflict of interests exists, the covered individual, if requested to do so by the chair of the board, may provide additional factual information regarding the affected transaction, but may not participate in or attempt to influence deliberation and voting. The covered individual must be excused from the meeting prior to deliberation, and may not return until deliberation and voting on the matter have been concluded. The policy provides for similar procedures for advisory committees to address matters that are decided at the advisory committee level. If questions arise with respect to the policy or procedures for disclosing a potential or actual conflict, the matter may be referred to human resources or the legal, compliance and risk department for review and resolution consistent with the policy.”

“The ceo, officers, and key employees of the organization are all compensated by tides network, a related organization and such persons' legal employer. Through a cost sharing arrangement, tides center pays tides network an allocated portion of such persons' total compensation. The tides network board of directors is responsible for reviewing any new, modified or extended compensation packages of the ceo, cfo and any other officers it determines appropriate, and approving compensation only after determining that the compensation is just and reasonable. For the ceo, the tides network board of director's human capital committee reviews performance and compensation annually, utilizing compensation studies to determine appropriate compensation. Tides network also utilizes comparability studies in determining appropriate compensation for other officers and key employees of the organization.”

“The organization's governing documents, conflict of interest policy, and financial statements are available to the pubic upon request.”

“Consultants and contractors: program service expenses 22,277,353. Management and general expenses 0. Fundraising expenses 75,530. Total expenses 22,352,883. Honoraria/stipends: program service expenses 2,493,807. Management and general expenses 0. Fundraising expenses 0. Total expenses 2,493,807. All other fees for services: program service expenses 1,124,717. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,124,717.”