| Return Reference | Explanation |
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| FORM 990, PART VI, SECTION B, LINE 11B | MAD'S OUTSIDE CPA FIRM AND THE CHAIRMAN/TREASURER PREPARE THE FORM 990. THE FORM IS THEN REVIEWED AND APPROVED BY THE ORGANIZATION'S EXECUTIVE DIRECTOR, BOARD CHAIR, BOARD TREASURER, AND SECRETARY. THE FORM IS PROVIDED TO AND REVIEWED WITH THE ENTIRE GOVERNING BODY PRIOR TO E-FILING WITH THE IRS. |
| FORM 990, PART VI, SECTION B, LINE 12C | ALL OFFICERS, DIRECTORS AND KEY EMPLOYEES ARE COVERED PERSONS UNDER MEDIA AND DEMOCRACY PROJECT INC.'S CONFLICT OF INTEREST POLICY. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST PROMPTLY DISCLOSE THE EXISTENCE AND NATURE (INCLUDING ALL MATERIAL FACTS) OF THE FINANCIAL INTEREST TO THE BOARD OF DIRECTORS AND MEMBERS OF COMMITTEES WITH ANY BOARD-DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. IN ORDER TO FACILITATE THE ADMINISTRATION OF THIS POLICY, INTERESTED PERSONS WHO ARE CURRENT OFFICERS, DIRECTORS, TRUSTEES AND KEY EMPLOYEES MUST COMPLETE AT LEAST ANNUALLY THE ANNUAL QUESTIONNAIRE FOR CURRENT OFFICERS, DIRECTORS, TRUSTEES, KEY EMPLOYEES, AND MEMBERS OF COMMITTEES WITH BOARD-DELEGATED POWERS. AFTER DISCLOSURE OF THE FINANCIAL INTEREST AND ALL MATERIAL FACTS, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, THE INTERESTED PERSON SHALL LEAVE THE BOARD OR COMMITTEE MEETING WHILE THE FINANCIAL INTEREST IS DISCUSSED AND VOTED UPON. THE REMAINING DISINTERESTED MEMBERS OR COMMITTEE MEMBERS SHALL DECIDE WHETHER A CONFLICT OF INTEREST EXISTS. PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST: (A) THE INTERESTED PERSON MAY MAKE A PRESENTATION AT A BOARD OR COMMITTEE MEETING BUT, AFTER THE PRESENTATION, THE INTERESTED PERSON SHALL LEAVE THE MEETING BEFORE THE DISCUSSION OF, AND THE VOTE ON, THE TRANSACTION OR ARRANGEMENT INVOLVING THE POSSIBLE CONFLICT OF INTEREST. (B) THE DISINTERESTED DIRECTORS OR COMMITTEE MEMBERS SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. (C) AFTER EXERCISING DUE DILIGENCE, THE DISINTERESTED DIRECTORS OR COMMITTEE MEMBERS SHALL DETERMINE WHETHER THE ORGANIZATION CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS FROM A PERSON THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. (D) IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST, THE DISINTERESTED DIRECTORS OR COMMITTEE MEMBERS SHALL DETERMINE BY A MAJORITY VOTE WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE ORGANIZATION'S BEST INTEREST, IS FOR ITS OWN BENEFIT, AND IS FAIR AND REASONABLE TO THE ORGANIZATION. IN ADDITION TO OTHER CONSIDERATIONS THAT MAY BE USED IN MAKING SUCH DETERMINATION, THE DISINTERESTED DIRECTORS OR COMMITTEE MEMBERS SHALL FOLLOW THE STEPS NECESSARY TO CREATE A REBUTTABLE PRESUMPTION OF REASONABLENESS PURSUANT TO TREASURY REGULATIONS SECTION 53.4958-6, UNLESS THE DISINTERESTED DIRECTORS OR COMMITTEE MEMBERS DETERMINE THAT SUCH DETERMINATION IS NOT PRACTICAL, FEASIBLE OR NECESSARY UNDER THE CIRCUMSTANCES, IN WHICH CASE THE BOARD OR COMMITTEE SHALL KEEP A RECORD OF SUCH DETERMINATION AND THE REASON FOR SUCH DETERMINATION. VIOLATIONS OF THE CONFLICT OF INTEREST POLICY: (A) IF THE DISINTERESTED DIRECTORS OR COMMITTEE MEMBERS HAVE REASONABLE CAUSE TO BELIEVE THAT AN INTERESTED PERSON HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, THEN THE DISINTERESTED DIRECTORS OR COMMITTEE MEMBERS SHALL INFORM THE INTERESTED PERSON OF THE BASIS FOR SUCH BELIEF AND AFFORD THE INTERESTED PERSON AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. (B) IF, AFTER HEARING THE RESPONSE OF THE INTERESTED PERSON AND MAKING SUCH FURTHER INVESTIGATION AS MAY BE WARRANTED UNDER THE CIRCUMSTANCES, THE DISINTERESTED DIRECTORS OR COMMITTEE MEMBERS DETERMINE THAT THE INTERESTED PERSON HAS, IN FACT, FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, THEN THE DISINTERESTED DIRECTORS OR COMMITTEE MEMBERS SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. THE MINUTES OF THE BOARD OF DIRECTORS' MEETINGS AND THE MINUTES OF ALL MEETINGS OF COMMITTEES WITH BOARD-DELEGATED POWERS SHALL CONTAIN: (A) THE NAME OF ANY PERSON WHO DISCLOSED OR OTHERWISE WAS FOUND TO HAVE A FINANCIAL INTEREST IN CONNECTION WITH AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, THE NATURE OF THE FINANCIAL INTEREST, ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OF INTEREST WAS PRESENT, AND THE DISINTERESTED DIRECTORS OR COMMITTEE MEMBERS' DECISION AS TO WHETHER A CONFLICT OF INTEREST IN FACT EXISTED; AND (B) THE NAMES OF ALL PERSONS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO THE TRANSACTION OR ARRANGEMENT, THE CONTENT OF THE DISCUSSION, INCLUDING ANY ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND A RECORD OF ANY VOTES TAKEN IN CONNECTION THEREWITH. EACH INTERESTED PERSON WHO IS A CURRENT OFFICER, DIRECTOR, TRUSTEE, KEY EMPLOYEE OR MEMBER OF A COMMITTEE WITH BOARD-DELEGATED POWERS SHALL ANNUALLY SIGN A STATEMENT AS PART OF THE ANNUAL QUESTIONNAIRE FOR CURRENT OFFICERS, DIRECTORS, TRUSTEES, KEY EMPLOYEES, AND MEMBERS OF COMMITTEES WITH BOARD-DELEGATED POWERS THAT AFFIRMS THAT SUCH PERSON: (A) HAS RECEIVED A COPY OF THE ORGANIZATION'S CONFLICT OF INTEREST POLICY; (B) HAS READ AND UNDERSTANDS THE ORGANIZATION'S CONFLICT OF INTEREST POLICY; (C) HAS AGREED TO COMPLY AND HAS COMPLIED WITH THE ORGANIZATION'S CONFLICT OF INTEREST POLICY; (D) UNDERSTANDS THAT THE ORGANIZATION IS A NONPROFIT ORGANIZATION AND THAT, IN ORDER TO MAINTAIN THE ORGANIZATION'S FEDERAL TAX EXEMPTION, THE ORGANIZATION MUST ENGAGE PRIMARILY IN ACTIVITIES THAT ACCOMPLISH ONE OR MORE OF THE ORGANIZATION'S TAX EXEMPT PURPOSES; AND (E) HAS NOT KNOWINGLY PARTICIPATED IN A TRANSACTION OR ARRANGEMENT IN WHICH THE VALUE OF THE ECONOMIC BENEFIT PROVIDED BY THE ORGANIZATION EXCEEDS THE VALUE OF CONSIDERATION RECEIVED BY THE ORGANIZATION. |
| FORM 990, PART VI, SECTION C, LINE 19 | GOVERNING DOCUMENTS, THE CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. HOWEVER, CURRENT TAX LAW DOES NOT REQUIRE THESE DOCUMENTS BE PROVIDED TO THE PUBLIC. |
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