| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION B, LINE 11B | THE FORM 990 WILL BE PRESENTED AT A BOARD MEETING FOR REVIEW BY BOARD MEMBERS AND LEGAL COUNSEL BEFORE FILING THE RETURN WITH THE IRS. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE CONFLICT OF INTEREST POLICY COVERS ANY DIRECTOR, OFFICER, NOMINEE OR EMPLOYEE OF THE CORPORATION WHO HAS A FINANCIAL INTEREST OR SIGNIFICANT INTEREST. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE IN WRITING TO THE BOARD (OR APPROPRIATE COMMITTEE THEREOF) (A) THE EXISTENCE OF THE FINANCIAL INTEREST OR SIGNIFICANT INTEREST AND (B)ALL MATERIAL FACTS NECESSARY TO CONSIDER THE PROPOSED TRANSACTION, ARRANGEMENT OR OTHER RELATIONSHIP AND THE FINANCIAL INTEREST OR SIGNIFICANT INTEREST. SUCH WRITTEN DISCLOSURE SHALL BE MAINTAINED BY THE CORPORATION IN ACCORDANCE WITH THE CORPORATION'S POLICY WITH RESPECT TO RECORDS RETENTION AND CONFIDENTIALITY. A PERSON WITH A POTENTIAL CONFLICT OF INTEREST MAY MAKE A PRESENTATION AT A BOARD OR COMMITTEE MEETING, BUT AFTER THE PRESENTATION, HE OR SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, THE TRANSACTION, ARRANGEMENT OR OTHER RELATIONSHIP INVOLVING THE POSSIBLE CONFLICT OF INTEREST. THE CHAIR SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION, ARRANGEMENT OR OTHER RELATIONSHIP. AFTER EXERCISING DUE DILIGENCE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE CORPORATION CAN OBTAIN WITH REASONABLE EFFORT A MORE ADVANTAGEOUS TRANSACTION, ARRANGEMENT OR OTHER RELATIONSHIP FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. IF A MORE ADVANTAGEOUS TRANSACTION, ARRANGEMENT OR OTHER RELATIONSHIP IS NOT REASONABLY POSSIBLE UNDER CIRCUMSTANCES NOT PRODUCING A CONFLICT OF INTEREST, THE BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS THEN IN OFFICE WHETHER THE TRANSACTION, ARRANGEMENT OR OTHER RELATIONSHIP IS IN THE CORPORATION'S BEST INTEREST, FOR ITS OWN BENEFIT, AND WHETHER IT IS FAIR AND REASONABLE. IN CONFORMITY WITH THE ABOVE DETERMINATION, IT SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION, ARRANGEMENT OR OTHER RELATIONSHIP. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION WILL MAKE ANY DOCUMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. |
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