| FORM 990, PART VI, SECTION B, LINE 11B |
THE BOARD OF DIRECTORS, IN CONJUNCTION WITH THE AUDIT AND FINANCE COMMITTEE, WILL AUTHORIZE PREPARATION OF FORM 990. FORM 990 WILL BE PREPARED, WITH THE ASSISTANCE OF THE OUTSIDE ACCOUNTING FIRM, BY THE CONTROLLER AND CHIEF FINANCIAL OFFICER AND CIRCULATED, REVIEWED AND APPROVED BY THE AUDIT AND FINANCE COMMITTEE AND THE BOARD CHAIR BEFORE FILING. THE DRAFT WILL THEN BE REVIEWED, APPROVED AND SIGNED BY THE CHIEF FINANCIAL OFFICER OF THE ORGANIZATION. ONCE FINAL, THE FORM 990 WILL BE DISTRIBUTED TO ALL REMAINING MEMBERS OF THE BOARD PRIOR TO FILING THE FORM 990 WITH THE IRS. |
| FORM 990, PART VI, SECTION B, LINE 12C |
A PERSONAL OR FINANCIAL INTEREST OR INVOLVEMENT IN ANY CUSTOMER, CLIENT, COMPETITOR, OR SUPPLIER OF THE ORGANIZATION, INCLUDING OUTSIDE EMPLOYMENT OR CONSULTING, IS CONSIDERED A POTENTIAL CONFLICT OF INTEREST. FURTHERMORE, EMPLOYEES MAY NOT GIVE OR ACCEPT GIFTS, LOANS, OR FAVORS FROM PERSONS HAVING BUSINESS RELATIONSHIPS WITH THE ORGANIZATION. THE RECEIPT OR GIVING OF SMALL GIFTS OR CASUAL ENTERTAINING FOR BUSINESS PURPOSES, HOWEVER, IS NOT PROHIBITED. IF AN EMPLOYEE OR ANY OF HIS OR HER CLOSE RELATIVES (SPOUSE, DOMESTIC PARTNER, CHILD, SISTER, BROTHER, PARENT, GRANDPARENT, OR IN-LAWS) HAS, OR IS CONSIDERING HAVING, A PERSONAL OR FINANCIAL INTEREST IN A CUSTOMER, CLIENT, COMPETITOR, OR SUPPLIER OF THE ORGANIZATION, OR REAL ESTATE ADJACENT TO ONE OF THE ORGANIZATION'S LOCATIONS, THE EMPLOYEE MUST DISCLOSE THE INTEREST OR RELATIONSHIP TO THE CHIEF FINANCIAL OFFICER AT THE ORGANIZATION. WHENEVER THESE ISSUES ARISE, THE CHIEF FINANCIAL OFFICER OF THE ORGANIZATION IS CONTACTED TO DISCUSS THE ISSUE. THE ORGANIZATION RESERVES THE RIGHT TO DETERMINE WHETHER ANY RELATIONSHIP REPRESENTS AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST IN VIOLATION OF THIS POLICY. FAILURE TO PROMPTLY DISCLOSE ACTUAL OR POTENTIAL CONFLICTS OF INTEREST TO THE CHIEF FINANCIAL OFFICER AT THE ORGANIZATION MAY RESULT IN DISCIPLINE, UP TO AND INCLUDING DISMISSAL. |
| FORM 990, PART VI, SECTION B, LINE 15 |
WHEN DETERMINING THE ANNUAL COMPENSATION FOR ANY INSIDER, THE ORGANIZATION SHALL ALWAYS UNDERTAKE AND SATISFY ALL THREE PRONGS OF THE REBUTTABLE PRESUMPTION SET FORTH IN THE INTERNAL REVENUE CODE REGARDING INTERMEDIATE SANCTIONS (IRC SECTION 4958). 1. COMPENSATION ARRANGEMENT APPROVED IN ADVANCE BY INDEPENDENT MEMBERS OF THE ORGANIZATION'S GOVERNING BODY (BOARD OF DIRECTORS OR A SUBCOMMITTEE THEREOF) THAT IS COMPOSED OF PERSONS WHO DO NOT HAVE A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT. 2. BEFORE MAKING THE REASONABLE COMPENSATION DETERMINATION, THE GOVERNING BODY (OR SUBCOMMITTEE THEREOF) RELIED UPON COMPARABILITY DATA (COMPARABILITY DATA INCLUDES COMPENSATION PAID BY COMPARABLE AND SIMILARLY SITUATED ENTITIES) IN DECIDING WHETHER TO APPROVE THE COMPENSATION. 3. GOVERNING BODY CONTEMPORANEOUSLY DOCUMENTS ITS BASIS FOR MAKING A REASONABLE COMPENSATION DETERMINATION, AS FOLLOWS: A. TERMS OF THE APPROVED COMPENSATION AND THE DATE APPROVED BY THE BOARD B. MEMBERS OF THE BOARD PRESENT DURING DEBATE ON THE COMPENSATION AMOUNT AND THOSE WHO VOTED ON IT AND HOW THEY VOTED ON IT C. DESCRIPTION OF THE COMPARABILITY DATA OBTAINED AND RELIED UPON AND HOW SUCH DATA WAS OBTAINED D. ANY ACTIONS BY A BOARD MEMBER HAVING A CONFLICT OF INTEREST (E.G. DISCLOSURE OF THE CONFLICT OF INTEREST; RECUSAL FROM THE DISCUSSION) E. DOCUMENTATION OF THE BASIS FOR THE COMPENSATION DETERMINATION BEFORE THE LATER OF THE NEXT BOARD MEETING OR AFTER THE FINAL ACTIONS OF THE AUTHORIZED BODY ARE TAKEN IT IS ESSENTIAL THAT ANY INDIVIDUAL WHOSE COMPENSATION IS BEING DISCUSSED NOT BE PRESENT DURING SUCH DISCUSSIONS. ALL IDENTIFIED PAYMENTS OF UNREASONABLE COMPENSATION TO AN INSIDER SHOULD BE CORRECTED (UNDOING OF THE UNREASONABLE COMPENSATION TO THE EXTENT POSSIBLE) AS SOON AS FEASIBLY POSSIBLE; FOR EXAMPLE, THE INSIDER SHOULD PAY BACK TO THE ORGANIZATION THE UNREASONABLE COMPENSATION AMOUNTS PLUS INTEREST TO PUT THE ORGANIZATION IN A FINANCIAL POSITION NO WORSE THAN THAT IN WHICH IT WOULD BE IF THE INSIDER WERE DEALING UNDER THE HIGHEST FIDUCIARY STANDARDS. THE REASONABLE COMPENSATION DISCUSSION SHOULD BE UNDERTAKEN BY THE BOARD AT LEAST ANNUALLY. THE ORGANIZATION SHALL REFRAIN, WHENEVER POSSIBLE, FROM PAYING CONTINGENT COMPENSATION OR COMMISSIONS TO INSIDERS AND ALSO AVOID THE PAYMENT OF GOLDEN PARACHUTE PAYMENTS TO INSIDERS. |
| FORM 990, PART VI, SECTION C, LINE 19 |
THE ORGANIZATION'S TAX RETURNS ARE AVAILABLE TO THE PUBLIC AT WWW.CHARITYNAVIGATOR.ORG. ADDITIONALLY, THE TAX RETURNS ARE AVAILABLE TO THE PUBLIC ON THE ORGANIZATION'S WEBSITE: WWW.VITAMINANGELS.ORG. OTHER DOCUMENTS ARE AVAILABLE UPON REQUEST. |
Attach to Form 990 or 990-EZ.