Tides Center

“As board members of tides network, marc diaz, michael fernandez, regina jackson, edward lloyd, dylan orr, tim wang, cheryl alston, and antoinette klatzky have an employment relationship with janiece evans-page, suneela jain, holden lee, and jennifer landig, who were employees of tides network during the tax year.”

“The tides center board of directors adopted new bylaws on july 20, 2022. Bylaws for tides center have been updated to reflect governance updates.”

“Tides center has one sole member, tides network, a section 501(c)(3) organization.”

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

“Bylaws sections 4.5 & 6.1 voting rights: the sole member shall have the sole power and authority to vote to determine and approve the following: (i) any amendment to article 4 of these bylaws; (ii) the dissolution of this corporation, provided the sole member shall first solicit the opinion of the board of directors of this corporation; (iii) selection of a chief executive officer of this corporation, as described in section 4.6; and (iii) the number of authorized directors and the appointment of directors. The board may make recommendations to or request action by the sole member concerning any of the foregoing matters at any time. The board may, but is not required to, present any matters other than those in this section 4.5 and section 6.1(b), and those required by applicable law, to the sole member for consent. Powers: (a) general corporate powers. Subject to the limitations set forth in these bylaws, the business and affairs of this corporation shall be managed, and all corporate powers shall be exercised by or under the direction of the board of directors. (b) limitation on powers. Notwithstanding the provisions of section 6.l(a), action by the board of directors on the following matters shall be effective only with the consent of the board of directors of the sole member: (i) any change in the fundamental nature or stated purposes for which the corporation is organized; (ii) the adoption of the strategic plans for the corporation; (iii) the adoption of the annual capital and operating budgets for the corporation; (iv) merger, consolidation or similar reorganization of the corporate structure; (v) disposition of all or substantially all of the assets of the corporation; (vi) selection of the auditors of the corporation; (vii) removal of a director of the corporation without cause; (viii) amendment, repeal or adoption of the articles of incorporation or these bylaws (provided that, action by the board of directors of this corporation is not required to amend article 4 of these bylaws, which is in the sole discretion of the sole member, as provided in section 4.5(i)).”

“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.”

“Under the terms of the conflict of interest policy, 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. In the event of a delay in collection of disclosure statements, the organization takes steps to address so that the forms are brought up to date.”

“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. As such, form 990, part vi, section b, lines 15a and 15b have been marked "no", as provided by the form 990 instructions. Please reference the disclosure in schedule o of the tides network form 990 for a discussion regarding how compensation is determined for these individuals.”

“The financial statements are provided on the organization's website. The governing documents and conflict of interest policy are not generally provided.”

“All were required to disclose; officers and directors completed the disclosure statements. Due to staff turnover, key employees were inadvertently omitted from completing the annual disclosure statements in 2022. All directors, officers, and key employees have completed the required annual disclosure for 2023.”

“Consultants and contract services: program service expenses 53,055,106. Management and general expenses 0. Fundraising expenses 496,218. Total expenses 53,551,324.”

“Returned contribution 465,404.”

“This tax return is being amended to correct the amounts shown on part vii and schedule j for all compensated individuals.”