2024-05-15T14:40:36-05:00 2022-12-31 871353108 EISNER ADVISORY GROUP LLC 733 THIRD AVENUE NEW YORK NY 100172703 990 2022-01-01 872465999 AMERICA'S FRONTIER FUND AMER 2013282930 2550 S CLARK STREET 610 ARLINGTON VA 22202 JORDAN BLASHEK PRESIDENT & COO 2013282930 2024-05-15 1 JORDAN BLASHEK 999009999 1 WILLIAM EPSTEIN P01307171 2129498700 3 AAL1 IAL1 2022 2023-04-26 12:10:37Z X GILMAN LOUIE 2550 S CLARK STREET ARLINGTON VA 22202 9436535 0 X WWW.AMERICASFRONTIER.ORG X 2021 DE AMERICA'S FRONTIER FUND (AFF) IS THE FIRST NONPROFIT, FRONTIER TECH FUND (CONTINUED SCHEDULE O) (CONTINUED FROM PART I)FOCUSED ON SECURING THE TECHNOLOGY LEADERSHIP AND COLLECTIVE PROSPERITY OF AMERICA, ITS PARTNERS, AND OTHER DEMOCRACIES. 15 14 21 0 0 0 203878 9436535 0 0 2261 0 0 0 206139 9436535 0 0 0 0 46956 2841990 0 0 339280 166415 2579390 213371 5421380 -7232 4015155 193304 4789348 200536 781425 -7232 4007923 AMERICA'S FRONTIER FUND (AFF) IS THE FIRST NONPROFIT, FRONTIER TECH FUND FOCUSED ON SECURING THE TECHNOLOGY LEADERSHIP AND COLLECTIVE PROSPERITY OF AMERICA, ITS PARTNERS, AND OTHER DEMOCRACIES. 0 0 2201795 0 0 IN 2022, AMERICA'S FRONTIER FUND (AFF) FOCUSED ITS ACTIVITIES ON (1) EDUCATING AND INFORMING FEDERAL, STATE AND LOCAL GOVERNMENTS ON FRONTIER TECHNOLOGY STRATEGIES AND ECOSYSTEM DEVELOPMENT; (2) ALIGNING INDUSTRY, CAPITAL ALLOCATORS AND GOVERNMENT AGENCIES AROUND SHARED TECHNOLOGY PRIORITIES AND ROADMAPS; (3) PURSUING PUBLIC AND PRIVATE CAPITAL FOR CRITICAL TECHNOLOGIES VITAL TO U.S. NATIONAL SECURITY AND ECONOMIC COMPETITIVENESS; (4) PLANNING A NEW TECHNOLOGY HUB IN ALBUQUERQUE, NEW MEXICO TO CATALYZE INNOVATION, TECHNOLOGY TRANSITION, AND WORKFORCE DEVELOPMENT; AND (5) ESTABLISHING A NON-PROFIT INITIATIVE FOR PUBLIC AND PRIVATE STAKEHOLDERS TO SUPPORT JOINT TECHNOLOGY RESEARCH AND DEVELOPMENT ACROSS INDIA, JAPAN, AUSTRALIA, AND THE UNITED STATES. 2201795 1 1 0 1 0 0 0 0 0 0 1 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 X 16 0 21 1 0 0 0 0 0 0 0 0 0 0 0 0 X 15 14 1 0 1 0 1 1 0 1 1 0 0 0 1 1 1 1 1 1 0 0 VA CA X JORDAN BLASHEK PRESIDENT & CHIEF OPERATING OFFICER 2013282930 2550 S CLARK ST STE 610 ARLINGTON VA 22202 THE HON GILMAN LOUIE CHIEF EXECUTIVE OFFICER 40.00 0.00 X X 45310 0 36825 JOANNE ISHAM DIRECTOR AND SECRETARY 1.00 0.00 X X 0 0 0 JENNIFER PAHLKA DIRECTOR AND VICE-CHAIR 1.00 0.00 X X 0 0 0 SAM PALMISANO DIRECTOR AND CHAIR 1.00 0.00 X X 0 0 0 NICK BEIM DIRECTOR 1.00 0.00 X 0 0 0 ERIC BRAVERMAN DIRECTOR 1.00 0.00 X 0 0 0 LESLIE BRUN DIRECTOR 1.00 0.00 X 0 0 0 ASHTON B CARTER DIRECTOR (THRU 10/2022) 1.00 0.00 X 0 0 0 MIGNON CLYBURN DIRECTOR 1.00 0.00 X 0 0 0 THE HON MICHELE FLOURNOY DIRECTOR 1.00 0.00 X 0 0 0 JOHN HURLEY DIRECTOR 1.00 0.00 X 0 0 0 SUZANNE NORA JOHNSON DIRECTOR 1.00 0.00 X 0 0 0 RICHARD KANG DIRECTOR 1.00 0.00 X 0 0 0 LT GEN HR MCMASTER RET DIRECTOR 1.00 0.00 X 0 0 0 DR J MICHAEL MCQUADE DIRECTOR 1.00 0.00 X 0 0 0 CLIFF SOBEL DIRECTOR 1.00 0.00 X 0 0 0 BOB WORK DIRECTOR (THRU 2022) 1.00 0.00 X 0 0 0 JORDAN BLASHEK PRESIDENT & CHIEF OPERATING OFFICER 40.00 0.00 X 209545 0 24012 DR EDLYN LEVINE CHIEF SCIENCE OFFICER 40.00 0.00 X 232839 0 26603 KEVIN MCGINNIS SPECIAL ADVISOR 40.00 0.00 X 200974 0 13080 ZACH BEECHER HEAD OF STRATEGIC PARTNERSHIPS 40.00 0.00 X 197113 0 23580 MUHAMMED ASIF BHATTI PRINCIPAL 40.00 0.00 X 162759 0 30932 MATTHEW DUNNE STAFF COUNSEL 40.00 0.00 X 141773 0 32319 1190313 0 187351 6 0 1 0 0 9436535 9436535 9436535 0 0 0 X 315692 155090 146693 13909 2083376 1023496 968088 91792 97373 47837 45246 4290 183992 90388 85496 8108 161557 79368 75071 7118 485136 212568 272568 71463 71463 30000 30000 678140 99591 577809 740 264882 26488 238394 17522 17522 137515 137515 132559 132559 619947 415364 204583 25730 12865 12865 5540 5540 87341 87341 PRINTING, POSTAGE, DELI 17480 8740 8740 TELEPHONE 2943 2943 DUES AND SUBSCRIPTIONS 1864 1864 MISCELLANEOUS 1328 1328 5421380 2201795 2880305 339280 186716 4122613 275000 6588 156705 38330 5540 0 32790 0 202240 193304 4789348 167224 557415 33312 0 224010 200536 781425 X -7232 4007923 -7232 4007923 193304 4789348 4015155 0 X 0 1 X 1 0 X 203878 9436535 9640413 203878 9436535 9640413 318172 9322241 2261 2261 9642674 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 1 0 0 1 30000 1 0 0 30000 0 38330 5540 32790 32790 LEASE LIABILITY 224010 224010 X 9436535 0 9436535 0 9436535 5421380 0 5421380 0 5421380 PART X, LINE 2: THE ORGANIZATION IS SUBJECT TO THE PROVISION OF THE FINANCIAL STANDARDS BOARD'S (THE "FASB") ACCOUNTING STANDARD CODIFICATION ("ASC") TOPIC 740, INCOME TAXES, AS IT RELATES TO ACCOUNTING AND REPORTING FOR UNCERTAINTY IN INCOME-TAX OBLIGATIONS. FOR THE ORGANIZATION, THESE PROVISIONS COULD BE APPLICABLE TO THE INCURRENCE OF UNRELATED BUSINESS INCOME. BECAUSE OF THE ORGANIZATION'S GENERAL TAX-EXEMPT STATUS, MANAGEMENT BELIEVES ASC TOPIC 740 HAS NOT HAD, AND IS NOT ANTICIPATED TO HAVE, A MATERIAL IMPACT ON THE ORGANIZATION'S FINANCIAL STATEMENTS. X 0 1 X X 0 0 0 0 0 0 0 1 0 DR EDLYN LEVINE CHIEF SCIENCE OFFICER 198672 0 34167 0 0 0 11333 0 15270 0 259442 0 0 0 JORDAN BLASHEK PRESIDENT & CHIEF OPERATING OFFICER 200378 0 9167 0 0 0 10000 0 14012 0 233557 0 0 0 ZACH BEECHER HEAD OF STRATEGIC PARTNERSHIPS 187113 0 10000 0 0 0 10770 0 12810 0 220693 0 0 0 KEVIN MCGINNIS SPECIAL ADVISOR 200974 0 0 0 0 0 12045 0 1035 0 214054 0 0 0 MUHAMMED ASIF BHATTI PRINCIPAL 162759 0 0 0 0 0 9488 0 21444 0 193691 0 0 0 MATTHEW DUNNE STAFF COUNSEL 141773 0 0 0 0 0 8864 0 23455 0 174092 0 0 0 PART I, LINE 1A AT TIMES, CERTAIN SENIOR EMPLOYEES AND DIRECTORS WERE PROVIDED FIRST-CLASS OR CHARTER TRAVEL. PART I, LINE 1B AT TIMES, CERTAIN SENIOR EMPLOYEES AND DIRECTORS WERE PROVIDED FIRST-CLASS OR CHARTER TRAVEL. PART I, LINE 7 FROM TIME TO TIME, THE CEO WILL APPROVE BONUSES TO SELECTED STAFF AMENDED FORM 990 ATTACHMENT OF DIFFERENCES TO THE ORIGNAL 2022 FILING: CERTAIN INFORMATIONAL AREAS OF THE RETURN HAVE BEEN UPDATED TO PROPERLY PRESENT INFORMATION FURTHER APPLICABLE TO THE YEAR ENDED 2022. THE AREAS OF THE FORM 990 MORE SIGNIFICANTLY UPDATED INCLUDE UPDATES TO THE ORGANIZATION'S GOVERNANCE POLICIES IN PART VI, SECTION B, UPDATES TO THE BOARD LISTING IN PART VII, AND ADDITIONAL INFORMATION REGARDING TRAVEL ON SCHEDULE J. FORM 990, PART V, LINE 2A AND PART IX LINES 5 AND 7 THE ORGANIZATION USES A PROFESSIONAL EMPLOYER ORGANIZATION (PEO) FOR THE FILING OF FORM W-2. AS SUCH, THE ORGANIZATION ITSELF DOES NOT ISSUE ANY FORMS W-2 USING ITS EIN. THE ORGANIZATION DOES, HOWEVER, HAVE 21 EMPLOYEES WHO RECEIVE W-2S THROUGH THE PEO PAYMASTER. FORM 990, PART VI, SECTION A, LINE 2 GILMAN LOUIE AND JOANNE ISHAM SERVE ON A SEPERATE ORGANIZATION'S GOVERNING BOARD. FORM 990, PART VI, SECTION A, LINE 4 CHANGES TO THE ORIGINAL BYLAWS (SEPTEMBER 2021 TO SEPTEMBER 2022): 1. THE NEW BYLAWS REMOVE THE POWER OF THE PRESIDENT TO ESTABLISH A PRINCIPAL OFFICE FOR AFF. ONLY THE BOARD HAS THAT AUTHORITY NOW. 2. THE NEW BYLAWS REMOVE THE REQUIREMENT TO HAVE A REGISTERED OFFICE AND REGISTERED AGENT IN DELAWARE. 3. THE NEW BYLAWS REMOVE THE MINIMUM AND MAXIMUM NUMBER OF BOARD MEMBERS THAT AFF CAN HAVE, AS WELL AS THE REQUIREMENT TO STIPULATE (FROM TIME TO TIME) A FIXED AND EXACT NUMBER OF BOARD MEMBERS. THE MINIMUM WAS 1, WHILE THE MAXIMUM WAS 15. THERE IS NO LIMITATION NOW. 4. IN THE NEW BYLAWS, THERE ARE NO LONGER PROVISIONS AND PROCEDURES FOR CREATING AND OPERATING COMMITTEES. INSTEAD, AN EXECUTIVE COMMITTEE IS REQUIRED BY ISSUANCE OF A CHARTER. THE EXECUTIVE COMMITTEE "SHALL HAVE (AND MAY EXERCISE) ALL OF THE INHERENT AND VESTED AUTHORITIES, POWERS, RIGHTS, AND RESPONSIBILITIES OF THE BOARD." 5. THE NEW BYLAWS DELINEATE THE ORGANIZATION, POWERS, PROCEDURES, DUTIES, AND RESPONSIBILITIES OF THE EXECUTIVE COMMITTEE. 6. THE NEW BYLAWS SPECIFICALLY VESTS IN THE EXECUTIVE COMMITTEE THE POWER TO APPOINT, REMOVE, FILL VACANCIES, AND FILL NEWLY CREATED DIRECTORSHIPS. THE POWER IS NO LONGER ENUMERATED UNDER THE SECTION DETAILING THE POWERS OF THE BOARD OF DIRECTORS. 7. IN THE NEW BYLAWS, THE EXECUTIVE COMMITTEE DETERMINES THE COMPENSATION FOR THE CEO, PRESIDENT, AND CFO. 8. THE NEW BYLAWS CHANGE THE TENURE OF A DIRECTOR FROM NO MORE THAN 5 YEARS TO A FIXED TERM OF 3 YEARS UNLESS DETERMINED OTHERWISE BY THE EXECUTIVE COMMITTEE. 9. IN THE NEW BYLAWS, THERE IS NO LONGER AN ENUMERATED PROCEDURE FOR A DIRECTOR'S RESIGNATION. 10. IN THE NEW BYLAWS, THERE IS NO LONGER A REQUIREMENT FOR REGULAR BOARD MEETINGS, IN ADDITION TO THE AT LEAST ONCE ANNUAL MEETING. 11. IN THE NEW BYLAWS, THERE IS NO LONGER A REQUIREMENT TO ELECT BOARD MEMBERS AND OFFICERS AT THE AT LEAST ONCE ANNUAL BOARD MEETING. 12. IN THE NEW BYLAWS, ONLY THE BOARD CHAIR OR THE CEO CAN CALL A SPECIAL BOARD MEETING. PREVIOUSLY, THE BOARD CHAIR, PRESIDENT, ANY TWO DIRECTORS, OR A SOLE DIRECTOR IN OFFICE COULD CALL A SPECIAL BOARD MEETING. 13. IN THE NEW BYLAWS, ONE BUSINESS DAY IS REQUIRED AS NOTICE PRIOR TO A BOARD MEETING. PREVIOUSLY, THE REQUIREMENT WAS 24 HOURS. 14. IN THE NEW BYLAWS, THERE ARE NO LONGER RULES OR PROCEDURES PERTAINING TO A WAIVER OF NOTICE REGARDING BOARD MEETINGS. 15. IN THE NEW BYLAWS, THE DEFINITION OF A QUORUM IS A MAJORITY OF DIRECTORS, CONSISTING OF AT LEAST FIVE DIRECTORS. PREVIOUSLY, THE DEFINITION WAS LIMITED TO A MAJORITY OF DIRECTORS. 16. IN THE NEW BYLAWS, THERE ARE NO LONGER RULES AND PROCEDURES FOR ADJOURNING A BOARD MEETING. 17. IN THE NEW BYLAWS, THE POSITION OF VICE CHAIR IS SPECIFICALLY DELINEATED WITH ASSOCIATED DUTIES AND RESPONSIBILITIES. 18. IN THE NEW BYLAWS, THE VICE CHAIR WILL PRESIDE AT BOARD MEETINGS IN THE ABSENCE OF THE BOARD CHAIR. PREVIOUSLY, THE VICE CHAIR WAS NOT AN ENUMERATED ROLE IN THE BYLAWS, AND ANOTHER DIRECTOR, SELECTED BY THE BOARD CHAIR, WOULD PRESIDE INSTEAD. 19. IN THE NEW BYLAWS, THERE IS NO MENTION OF ASSISTANT SECRETARIES AND THEIR DUTIES. 20. IN THE NEW BYLAWS, THE BOARD CHAIR, VICE CHAIR, AND SECRETARY MAY DELEGATE THEIR DUTIES TO OTHER DIRECTORS OR AFF STAFF. PREVIOUSLY, THE BOARD CHAIR AND SECRETARY (THE VICE CHAIR WAS NOT ENACTED) COULD ONLY DELEGATE THEIR DUTIES TO ANOTHER OFFICER OR DIRECTOR. 21. IN THE NEW BYLAWS, THE BOARD OF DIRECTORS MAY VOTE TO PROVIDE COMPENSATION TO DIRECTORS BEYOND REIMBURSEMENT OF REASONABLE EXPENSES AND COMPENSATION FOR SERVICES TO THE CORPORATION SEPARATE FROM DIRECTOR DUTIES AND RESPONSIBILITIES. PREVIOUSLY, ADDITIONAL COMPENSATION WAS PROHIBITED. 22. IN THE NEW BYLAWS, THERE IS NO LONGER A STIPULATION THAT BOARD ACTION TO REMOVE AN OFFICER IS SUBJECT TO THE EMPLOYMENT CONTRACT RIGHTS OF THAT OFFICER. 23. IN THE NEW BYLAWS, THERE IS NO LONGER A PROCEDURE OUTLINING HOW AN OFFICER SHOULD RESIGN. ADDITIONALLY, THERE IS NO LONGER A STIPULATION THAT ALL RESIGNATIONS ARE "WITHOUT PREJUDICE TO THE RIGHTS, IF ANY, OF THE CORPORATION UNDER ANY CONTRACT TO WHICH THE OFFICER IS A PARTY." 24. IN THE NEW BYLAWS, THERE IS NO LONGER A SEPARATE, SPECIFIC PROCEDURE FOR FILLING VACANCIES IN OFFICER POSITIONS. THE BOARD MAY FILL VACANCIES AS IT PLEASES. 25. IN THE NEW BYLAWS, THE BOARD MAY ENGAGE INDEPENDENT COUNSEL AND OTHER ADVISORS, AT AFF'S EXPENSE. 26. IN THE NEW BYLAWS, THE NOTICE FOR BOARD MEETINGS SHALL BE PROVIDED BY EMAIL. PREVIOUSLY, OTHER FORMS OF COMMUNICATION WERE PERMITTED. 27. IN THE NEW BYLAWS, THE PRESENCE OF A DIRECTOR AT A BOARD MEETING ESTABLISHES THE PRESUMPTION THAT HE OR SHE CONCURS WITH THE ACTIONS OF THE BOARD AT THAT MEETING, UNLESS OTHERWISE NOTED IN THE MINUTES OR STATED BY WRITTEN NOTICE PROVIDED WITHIN TWO BUSINESS DAYS OF THE MEETING. 28. IN THE NEW BYLAWS, DIRECTORS ARE NOW REQUIRED TO EXECUTE AN NDA WITH AFF. 29. IN THE NEW BYLAWS, DIRECTORS ARE NOW ANNUALLY REQUIRED TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE FORM, AS WELL AS RECUSE FROM ACTUAL OR APPARENT CONFLICTS. 30. IN THE NEW BYLAWS, THE CEO SHALL SERVE AS A DIRECTOR. 31. THE NEW BYLAWS STATE THAT THE PRESIDENT REPORTS TO THE CEO. 32. THE NEW BYLAWS STATE THE CFO SHALL SERVE AS TREASURER AND AS A NON-VOTING, EX OFFICIO MEMBER OF THE BOARD. 33. THE NEW BYLAWS STATE THE CFO REPORTS TO THE PRESIDENT. 34. THE NEW BYLAWS DO NOT MAKE ANY MENTION OF A VICE PRESIDENT ROLE. 35. THE NEW BYLAWS STATE THAT THE CEO, PRESIDENT, AND CFO MAY DELEGATE THEIR AUTHORITIES AND DUTIES AS THEY SEE FIT. PREVIOUSLY, ONLY THE BOARD OR THE PRESIDENT COULD DELEGATE THE POWERS OF AN OFFICER, AND THEY COULD ONLY BE DELEGATED TO ANOTHER DIRECTOR OR OFFICER. 36. IN THE NEW BYLAWS, THE ORGANIZATION (AFF) WRIT LARGE IS NOW AUTHORIZED TO APPOINT ADVISORY COUNCILS. PREVIOUSLY, THE POWER TO DO SO WAS RESERVED TO THE BOARD. 37. THE NEW BYLAWS DELINEATE THE ROLE AND RESPONSIBILITIES OF CHAIRS OF ANY ADVISORY COUNCILS CREATED. 38. IN THE NEW BYLAWS, THE FISCAL YEAR OF THE ORGANIZATION IS SET TO THE CALENDAR YEAR. PREVIOUSLY, THE FISCAL YEAR WAS SET TO THE BOARD'S DISCRETION. 39. IN THE NEW BYLAWS, THE AUTHORITY GOVERNING CONTRACTS AND INSTRUMENTS CHANGED. NOW, THE CEO, PRESIDENT, CFO, CHIEF OF STAFF, AND DESIGNATED LEGAL COUNSEL HAVE THE AUTHORITY TO ENTER INTO, SIGN AND EXECUTE ANY AGREEMENT OR CONTRACT ON BEHALF OF (OR OTHERWISE BIND OR COMMIT) AFF. ADDITIONALLY, THIS SAME GROUP HAS THE AUTHORITY TO SIGN OR APPROVE CHECKS, DRAFTS, OR OTHER ORDERS FOR THE PAYMENT OF MONEY, NOTES, OR OTHER EVIDENCES OF INDEBTEDNESS ISSUED IN THE NAME OF AFF. FINALLY, THIS SAME GROUP IS AUTHORIZED TO PLEDGE AFF'S CREDIT; INCUR, CREATE, OR ASSUME ANY DEBT; OR MAKE OR ACCEPT ANY LOANS ON BEHALF OF AFF. PREVIOUSLY, THE BOARD HAD TO SPECIFICALLY AUTHORIZE ANY OFFICER, EMPLOYEE, OR AGENT WITH THE POWER TO BIND THE ORGANIZATION AND USE FINANCIAL INSTRUMENTS IN EITHER GENERAL OR SPECIFIC CAPACITIES. 40. IN THE NEW BYLAWS, AFF IS PROHIBITED FROM LENDING ANY MONEY TO, OR GUARANTEEING ANY OBLIGATION OF, ANY DIRECTOR, OFFICER, EMPLOYEE, OR AGENT. 41. IN THE NEW BYLAWS, EVERY OFFICER, EMPLOYEE, AND AGENT MUST SIGN AN NDA WITH AFF. 42. IN THE NEW BYLAWS, EVERY OFFICER, EMPLOYEE, AND AGENT IS NOW ANNUALLY REQUIRED TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE FORM, AS WELL AS RECUSE FROM ACTUAL OR APPARENT CONFLICTS. 43. IN THE NEW BYLAWS, AFF RESERVES THE RIGHT TO CONDUCT A REVIEW OF THE SOCIAL MEDIA ACCOUNTS OF OFFICERS, EMPLOYEES, AND AGENTS. 44. IN THE NEW BYLAWS, AFF IS REQUIRED TO DEPOSIT UNUSED FUNDS TO THE CREDIT OF AFF IN BANKS, TRUST COMPANIES, OR OTHER DEPOSITORIES APPROVED OR DESIGNATED BY THE CEO. 45. IN THE NEW BYLAWS, THERE IS NO LONGER A PROVISION CONCERNING THE NON-EXCLUSIVITY OF RIGHTS (PREVIOUSLY SECTION 6.3). 46. IN THE NEW BYLAWS, THERE IS NO LONGER A PROVISION CONCERNING LIMITATIONS (PREVIOUSLY SECTION 6.5). 47. IN THE NEW BYLAWS, THERE IS NO LONGER A PROVISION CONCERNING THE AMENDMENT, REPEAL, OR MODIFICATION (PREVIOUSLY SECTION 6.6) OF CLAUSES RELATED TO INDEMNIFICATION, ADVANCEMENT OF EXPENSES, NON-EXCLUSIVITY OF RIGHTS, INSURANCE, AND LIMITATIONS. 48. IN THE NEW BYLAWS, THERE IS NO LONGER A PROVISION CONCERNING THE AMENDMENT OF CERTIFICATE OF INCORPORATION (PREVIOUSLY SECTION 8.1). 49. IN THE NEW BYLAWS, THE PROCEDURE FOR AMENDING BYLAWS REQUIRES SIMPLE BOARD APPROVAL. PREVIOUSLY, AMENDMENTS TO THE BYLAWS REQUIRED, IN ADDITION TO BOARD APPROVAL, WRITTEN NOTICE PRIOR TO THE MEETING STATING THE PURPOSE OF THE MEETING AND THE PROPOSED ALTERATION, SUBJECT TO THE PROVISIONS GOVERNING SPECIAL BOARD MEETINGS. FORM 990, PART VI, SECTION A, LINE 6 THE DIRECTORS OF AFF ARE THE MEMBERS OF THE CORPORATION FOR ALL PURPOSES. FORM 990, PART VI, SECTION A, LINE 7A MEMBERS OF THE BOARD OF DIRECTORS, AS MEMBERS OF THE CORPORATION, HAVE THE POWER TO ELECT BOARD MEMBERS BY A MAJORITY VOTE OF THE DIRECTORS PRESENT AT A MEETING FOR WHICH A QUORUM EXISTS. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 WAS REVIEWED BY THE PRESIDENT AND CHIEF OPERATION OFFICER PRIOR TO THE FILING. FORM 990, PART VI, SECTION B, LINE 12C THE CONFLICT OF INTEREST POLICY COVERS DIRECTORS, OFFICERS, ALL EMPLOYEES, AGENTS, OR OTHER PERSONS WITH SUBSTANTIAL INFLUENCE OR AUTHORITY WITHIN THE ORGANIZATION, AS MAY BE DETERMINED BY THE BOARD OR COMMITTEE FROM TIME TO TIME. IN CONNECTION WITH EACH ACTUAL AND POSSIBLE CONFLICT OF INTEREST, A COVERED PERSON MUST PROMPLY DISCLOSE TO THE BOARD OF DIRECTORS, COMMITTEE OR BOARD DESIGNEEE THE EXISTNECE AND NATURE OF HIS OR HER FINANCIAL INTEREST OR ANY DISCLOSABLE RELATIONSHIP. ALL NEWLY APPOINTED OR ELECTED BOARD MEMBERS OR OFFICERS SHALL DISCLOSE ALL KNOWN CONFLICTS OF INTEREST AND DISCLOSABLE RELATIONSHIPS UPON ASSUMPTION OF THEIR DUTIES. AND SHOULD A CONFLICT OF INTEREST OR DISCLOSABLE RELATIONSHIP DEVELOP, MUST IMMEDIATELY DISCLOSE TO THE BOARD, COMMITTEE OR BOARD DESIGNEE SUCH ACTUAL OR POSSIBLE CONFLICT OF INTEREST OR DISCLOSABLE RELATIONSHIP. AFTER A POTENTIAL CONFLICT OF INTEREST HAS BEEN DISCLOSED, THE BOARD OR COMMITTEEE SHALL DETERMINE WHETHER A CONFLICT OF INTEREST EXISTS. IF THE BOARD OR COMMITTEE DETERMINES THAT A COVERED PERSON HAS A FINANCIAL INTEREST, THEN IT WILL BE INVESTIGATED AND DETERMINED BY A MAJORITY VOTE OF THE DISINTERESTED BOARD OR COMMITTEE MEMBERS WEHTHER THE TRANSACTION OR ARRANGEMENT IS IN THE ORGANIZATION'S BEST INTERESTS. COVERED PERSONS ARE REQUIRED TO REVIEW AND CERTIFY COMPLIANCE WITH THE POLICY ON ON ANNUAL BASIS. FORM 990, PART VI, SECTION B, LINE 15A COMPENSATION IS DETERMINED BY THE BOARD OF TRUSTEES BASED ON ALL RELEVANT FACTS AND CIRCUMSTANCES. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC WHEN REQUIRED BY FEDERAL AND STATE LAW. FORM 990, PART IX, LINE 11G STRATEGIC PROGRAM DEVELOPMENT: PROGRAM SERVICE EXPENSES 90,850. MANAGEMENT AND GENERAL EXPENSES 567,235. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 658,085. PAYROLL AND HUMAN RESOURCES: PROGRAM SERVICE EXPENSES 8,741. MANAGEMENT AND GENERAL EXPENSES 10,574. FUNDRAISING EXPENSES 740. TOTAL EXPENSES 20,055.