Townley Arts Foundation INC 501c3

Mission Statement of Shane Townley Arts Foundation INC 501c3 (STAF):

At Townley Art Foundation INC 501c3, our mission is to inspire creativity and artistic expression in children and communities by providing access to art supplies, supporting art educators in creating enriching classroom environments, and empowering artists through financial assistance to continue their creative endeavors. We believe that art has the power to transform lives, ignite imagination, and foster a culture of creativity. Through our programs and initiatives, we aim to nurture the next generation of artists and thinkers, ensuring that every child has the opportunity to explore their artistic potential, every teacher has the resources they need to inspire, and every artist receives the support necessary to continue creating impactful work.

Bylaws of STAF INC 501c3 Article I: Shane Townley Arts Foundation INC 501c3

1. Name: The name of this organization shall be Townley arts foundation INC.

2. Purpose: This non-profit organization is dedicated to providing children with access to art supplies, supporting art teachers in creating conducive classroom environments, and offering financial assistance to artists to sustain their livelihoods within the arts community. The purpose shall be restricted to charitable, educational, and artistic endeavors as defined in Section 501(c)(3) of the Internal Revenue Code.

Article II: Membership

1. Membership: The organization shall have no formal membership structure. However, interested individuals and organizations may be designated as "Supporters" and will receive regular updates and information on the organization's activities.

Article III: Board of Directors 1.

Authority: The affairs of the organization shall be managed by a Board of Directors.

2. Composition: The Board shall consist of no fewer than three (3) and no more than fifteen (15) directors.

3. Term: Directors shall serve for a term of [number] years and may be re-elected for consecutive terms.

4. Meetings: The Board shall meet at least [quarterly/annually] and may hold additional meetings as necessary. Notice of meetings must be given at least [number] days prior to the meeting.

5. Quorum: A majority of the directors present shall constitute a quorum for the transaction of business.

6. Voting: Each director shall have one vote. Decisions shall be made by a majority of those present at a meeting where a quorum exists.

Article IV: Officers

1. Officers: The officers of the organization shall include a President, Vice-President, Secretary, and Treasurer. Other officers may be appointed as needed.

FORM 990 Governing Documents

1. Articles of Incorporation: This is the foundational document filed with the state to legally establish the non-profit organization. It includes the organization’s name, purpose, registered agent, and other basic information. This document is necessary for obtaining tax-exempt status.

2. Bylaws: Bylaws outline the internal rules and procedures for the governance of the non-profit. They cover topics such as the board of directors' roles, membership requirements, how meetings are conducted, election processes, and how conflicts of interest are managed. Bylaws are critical for ensuring the organization operates smoothly and transparently.

3. Conflict of Interest Policy: This document outlines how the organization will handle conflicts of interest among board members, staff, and volunteers. It typically includes procedures for disclosure and recusal to ensure integrity in decision-making.

4. Mission Statement: Although not always a formal document, the mission statement articulates the organization’s purpose and primary goals. It serves as a guiding principle for decision-making and fundraising efforts.

5. Policies and Procedures: Non-profits often establish various policies, such as financial management, employment, fundraising, and ethics policies. These documents provide detailed guidelines on how specific areas of the organization are managed.

6. Board Resolutions: Important decisions made by the board of directors are documented in board resolutions. These may cover significant actions, such as approving budgets, entering contracts, or strategic initiatives.

7. Membership Agreements: If the non-profit has members (as opposed to just a board of directors), there may be specific agreements outlining membership rights, responsibilities, and processes for membership approval or termination.

8. Tax-Exemption Documents: If the organization applies for tax-exempt status (such as 501(c)(3) status), it will submit certain documents to the IRS. This includes Form 1023 or Form 1023-EZ and related schedules, which illustrate the organization’s purpose and activities that qualify it for tax-exempt status.

9. Annual Reports: While not a formal governing document, annual reports often provide a summary of the organization's activities, financial performance, and strategic goals. They can be useful for transparency with stakeholders. (ACCOUNTING)

10.Accountability and Governance Policies: Depending on the organization's size and focus, other governance documents may include policies on fundraising, whistleblower protections, and data protection/privacy practices.

FORM 990 Governing Body Review

1. Purpose of Review: The governing body review helps ensure that the information presented in Form 990 is accurate and reflects the organization’s activities and financial condition. It promotes transparency and accountability.

2. Required by IRS: The IRS has indicated that it expects organizations to have their Form 990 reviewed and approved by their governing body, especially the sections that discuss compensation, finances, and governance practices.

3. Formal Approval: While the IRS does not mandate a specific process, best practices suggest that the board or relevant committee formally approves the Form 990 before it is filed. This can be documented in meeting minutes.

4. Transparency and Stakeholder Assurance: Having the governing body review Form 990 helps to maintain trust among stakeholders, including donors, grantors, and the general public, as it shows a commitment to accountability in financial practices.

5. Internal Controls: The review process is part of a robust system of internal controls that can help prevent errors and misreporting in the organization’s financial reporting.

6. Board Responsibility: The board’s review is also a way to confirm that they are aware of the organization’s financial situation and operations, aligning with their governance role.

7. Guidance and Resources: Non-profits can seek guidance from accountants, auditors, or legal advisors to help prepare Form 990 and facilitate the governing body review process.

Conflict of Interest Policy for Townley Arts foundation INC 501c3 (STAF) Purpose

The purpose of this Conflict of Interest Policy is to protect the interests of STAF (“the Organization”) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. Definition of Conflict of Interest A conflict of interest arises when a person in a position of authority in the Organization has a personal or financial interest in a transaction or decision that may affect the Organization. This includes situations where a director, officer, or key employee has a significant financial interest in, or a close relationship with, an entity that conducts business with the Organization.

Policy 1. Disclosure: ○ Each director, officer, and key employee must disclose any potential conflicts of interest to the Board of Directors. This disclosure should occur annually and whenever an actual or potential conflict arises. ○ Disclosures must be made in writing or communicated verbally during a meeting of the Board or relevant committee.

2. Recusal: ○ Any director, officer, or key employee who has a conflict of interest must recuse themselves from discussion and voting on the matter in which the conflict exists. They must excuse themselves from the meeting during deliberations and voting related to the conflict.

3. Review Process: ○ The Board of Directors shall have the ultimate authority to determine whether a conflict of interest exists and the appropriate course of action. The Board may appoint a committee to handle any disputed conflicts. ○ Upon disclosure, the Board should evaluate whether the proposed transaction or arrangement is in the best interests of the Organization and whether it is fair and reasonable.

4. Documentation: ○ The minutes of the Board meeting shall reflect the disclosure of the conflict, the recusal, and any action taken by the Board regarding the matter.

5. Annual Review: ○ This policy will be reviewed annually to ensure it remains compliant with relevant laws and best practices and continues to adequately protect the interests of the Organization.

6. Acknowledgment: ○ All directors, officers, and key employees shall sign an acknowledgment form confirming they have read and understood this Conflict of Interest Policy and agree to comply with it. Enforcement Failure to disclose a conflict of interest or to abide by this policy may result in disciplinary action by the Organization, up to and including removal from the Board or termination of employment. Adoption of Policy This Conflict of Interest Policy was adopted by the Board of Directors of STAF on 2014.

Committee Meeting Documentation 501c3

1. Meeting Minutes: A detailed account of what was discussed during the meeting, including the date, time, location, attendees, and topics covered. Minutes should document decisions made, actions to be taken, and any votes held.

2. Agenda: A prior outline of the topics to be discussed during the meeting. This helps guide the discussion and ensures that all necessary items are covered.

3. Financial Reports: Presentation of financial statements, budgets, and forecasts should be made for the committee's review. This includes income statements, balance sheets, and cash flow statements relevant to the non-profit’s operations.

4. Tax Compliance Updates: Any updates or changes related to tax regulations that affect the non-profit, including information about IRS requirements for maintaining 501(c)(3) status.

5. Action Items: A list of action items that arise from the meeting, including who is responsible for each item and deadlines for completion.

6. Documentation of Votes: If any resolutions or decisions require a vote, the documentation should record the outcome and details of the votes (who voted for/against).

7. Attachments: Relevant documents and reports that were referenced or distributed during the meeting, such as tax filings or financial policies.

8. Follow-up Schedule: Notes on when the committee will meet ag2.

Duties: ○ President: The President shall preside over meetings and represent the organization. ○ Vice-President: The Vice-President shall assist the President and perform duties in the absence of the President. ○ Secretary: The Secretary shall maintain records of meetings, handle correspondence, and maintain the organization’s documents. ○ Treasurer: The Treasurer shall manage the organization’s finances, including budgets and financial reports.

3. Election and Term: Officers shall be elected by the Board of Directors and serve a term of [number] years.

Article V: Committees

1. Committees: The Board may establish committees as needed to support its work. Each committee will have a chair appointed by the President and consist of at least one director.

Article VI: Financial Provisions

1. Fiscal Year: The fiscal year of the organization shall be from [January 1] to [December 31].

2. Financial Records: The organization shall maintain accurate financial records and provide annual financial reports to the Board.

3. Dissolution: Upon the dissolution of the organization, any remaining assets shall be distributed to an organization with similar purposes that is exempt under section 501(c)(3) of the Internal Revenue Code.

Article VII: Amendments 1.

Amendments: These bylaws may be amended or repealed by a two-thirds (2/3) vote of the Board of Directors present at a meeting, provided that written notice of the proposed amendment has been given at least [number] days prior to the meeting.

Article VIII: Conflict of Interest

Policy 1. Conflict of Interest:

The organization shall adopt a conflict of interest policy to protect its interests and the interests of its board members and officers. Adoption of Bylaws These Bylaws were adopted by the Board of Directors of Shane Townley Arts Foundation INC 501c3 on [2014].