Board Handbook Appendix 2022

TNTP Board of Directors Appendices

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Board Role Appendices

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BYLAWS

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AMENDED AND RESTATED BY-LAWS OF THE NEW TEACHER PROJECT, INC.

Amended as of August 23, 2016

AMENDED AND RESTATED BY-LAWS OF THE NEW TEACHER PROJECT, INC.

ARTICLE I BOARD OF DIRECTORS Section 1.1 Powers. The business, affairs and property of The New Teacher Project, Inc. (the “Corporation”) shall be managed by the Board of Directors (individually designated as “Directors” and collectively as the “Board of Directors” or “Board”), who may exercise all the powers of the Corporation and all acts permitted to be done by a Delaware non-stock, nonprofit corporation under the Delaware General Corporation Law (the “GCL”), the Corporation’s Certificate of Incorporation and these By-Laws. Without limiting the foregoing, the Board shall have final jurisdiction over all financial matters involving the Corporation, and shall adopt the annual budget of the Corporation, shall specify the terms and conditions upon which the funds, income and other property of the Corporation shall be invested or used, subject to and in accordance with the GCL, the Certificate of Incorporation and these By-Laws.

Section 1.2 Number. The Corporation shall be governed by a Board consisting of no fewer than seven (7) nor more than fourteen (14) Directors, one of whom shall be the Chief Executive Officer of the Corporation serving ex officio. The number of Directors may be modified by amendment of the By-Laws or by resolution of the Board.

Section 1.3 Election; Term of Office. Other than the Chief Executive Office, Directors shall be elected by a plurality of votes cast at aBoard meeting or any special meeting called for such purpose. A Director shall hold office until for a term of three years after his or her election and the election and qualification of a successor or until his or her earlier death, resignation or removal. Directors may serve additional consecutive terms following the three year term if so elected. The Board of Directors shall be divided into three classes named Class I, Class II and Class III, each consisting of as equal a number of Directors as possible. The classification shall be such that the term of one class shall expire each succeeding year. No Director shall receive compensation for his or her duties other than normal travel expenses incurred in carrying out his or her responsibilities as members.

Section 1.4 Removal. Any Director may be removed with or without cause by a majority vote. Notwithstanding the foregoing, any Director

who is absent from two or more meetings of the Board held in any fiscal year may be removed from the Board at the discretion of the Chairperson.

Section 1.5 Resignation. Any Director may resign at any time by delivering written notice of his or her resignation to the Chief Executive Officer of the Corporation. Such resignation shall become effective upon receipt unless specified to be effective at some other time.

Section 1.6 Vacancies. Any vacancy in the Board may be filled by vote of a majority of Directors then in office. The vote may take place by unanimous written consent, by telephone or videoconference meeting. The Directors may exercise all their powers notwithstanding the existence of one or more vacancies in the Board.

Section 1.8 Regular and Special Meetings.

Regular meetings of the Directors may be held at such time and place as shall from time to time be determined by the Board. The Board shall hold at least two regular meetings per year, on such dates and at such times as shall be approved by the Board. Special meetings may be called at any time by the Chairperson or the Chief Executive Officer, or by the Secretary upon written request of one-third of all of the Directors.

Section 1.9 Notice of Meetings. Notice of meetings shall be at least seventy-two hours’ notice, for a regular or special meeting unless shorter notice is adequate under the circumstances. Notice shall have been deemed to have been given when sent. Whenever notice of a meeting is required, such notice need not be given to any Director who submits a written waiver of notice, executed before or after the meeting and filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at the commencement of the meeting the lack of notice to such Director. Neither such notice nor waiver of notice need specify the purposes of the meeting unless otherwise required by law, the Certificate of Incorporation or these By-laws.

Section 1.10 Quorum and Voting.

Except as otherwise provided by law, a majority of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business. Except as otherwise provided by law or these By-laws, the vote of a majority of the Board of Directors present at the time of a vote, if a quorum is present, shall be the act of the Board.

Section 1.11 Action by the Board. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or committee consent in writing, including electronically, and the written consents are filed with the records of

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the meetings. Any vote for an action by the Board that is taken without a meeting (as described above) shall be treated for all purposes as a vote at a meeting. To the extent permitted by law, or these By-laws, Directors of the Board or any committee member may participate in a meeting of the Board or committee by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

Section 1.12 Committees.

The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee, audit committee and other standing committees, each consisting of one or more Directors. The Board may appoint non-Board members as non-voting advisory members of such committees. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified committee member at any meeting of the committee. The Board shall appoint the chairperson of each committee. Such committees shall have all the powers delegated by the Board except that no committee shall have the power (a) to amend or repeal these By-Laws, or the Certificate of Incorporation, or adopt any new By-laws, or (b) to adopt an agreement of merger or consolidation, or (c) to change the membership of, or fill vacancies in any committee of the Board, or (d) to authorize the sale, lease, or exchange of all or substantially all of the Corporation's assets and property, or (e) to exercise other powers specifically denied the committee by resolution of the Board of Directors or by law. Each committee will adopt a charter outlining the role and responsibilities of each committee. Each committee and each member of each committee shall serve at the pleasure of the Board of Directors.

ARTICLE II OFFICERS Section 2.1 Number. The officers of the Corporation shall be a Chief Executive Officer, President, Secretary and Treasurer, and such other officers, if any, as the Chief Executive Officer may determine. Any two or more offices may be held by the same person, except the offices of President, Secretary, Chairperson and Chief Executive Officer.

Section 2.2 Election and Term. The Chief Executive Officer shall be appointed annually by the Board of Directors. Other officers shall be appointed by the Chief Executive Officer and shall hold office for the term of one year. Each officer shall continue in office during the term and thereafter until his or her successor shall have been appointed or until his or her death,

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resignation or removal. Officers may serve consecutive terms and shall serve at the pleasure of the Board.

Section 2.3 Resignation and Removal. An officer may resign at any time by delivering his or her resignation in writing to the Chief Executive Officer or Secretary. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Any officer may be removed, with or without cause, by a majority vote of the Board of Directors. A vacancy in any office shall be filled as provided in Sections 2.1 and 2.2 of these By-laws.

Section 2.4 Employees and Other Agents. The Board of Directors may from time to time appoint such employees and other agents as it shall deem necessary, each of whom shall hold such position at the pleasure of the Board and shall have such authority, perform such duties and receive such reasonable compensation, if any, as the Board of Directors may from time to time determine.

Section 2.5 Chairperson and Vice-Chairperson.

The Board, by majority vote, may elect a Chairperson and Vice-Chairperson of the Board of Directors. If a Chairperson is elected, he or she shall preside at all meetings of the Board of Directors, and shall ensure that all orders and resolutions of the Board of Directors are carried into effect, except as the Board shall otherwise determine and shall have such other powers and duties as may be determined by the Board. If a Vice-Chairperson of the Board is elected he or she shall preside at all meetings of the Board in the absence of the Chairperson or, in the event of his or her inability or refusal to act, except as the Board shall otherwise determine and shall have such other powers and duties as may be determined by the Board. In the absence of the Chairperson or Vice Chairperson, a member of the Executive Committee of the Board may chair the meeting. The periods and terms of the appointments shall be determined by the Board of Directors.

Section 2.6 Chief Executive Officer. Unless otherwise determined by the Board of Directors, the Chief Executive Officer of the Corporation shall have general charge and supervision of the administration of the affairs and business of the Corporation and shall serve as an ex officio member of the Board of Directors. He or she shall have the power to sign alone in the name of the Corporation all contracts authorized by the Board, to execute and deliver other documents and instruments and to sign checks, drafts, notes and orders for the payment of money. The Chief Executive Officer shall have the power to delegate to any other officer, Vice President or Executive Vice President contract signing authority. The Chief Executive

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Officer shall have such other duties and powers as the Board of Directors shall determine.

Section 2.7 President. The President shall act, subject to the powers of supervision and control conferred upon the Chief Executive Officer by the Board of Directors, in a general executive capacity and shall assist the Chief Executive Officer in the administration of the affairs and business of the Corporation. He or she shall have the power to sign alone in the name of the Corporation all contracts authorized by the Board of Directors, to execute and deliver other documents and instruments and to sign checks, drafts, notes and orders for the payment of money.

Section 2.8 Secretary.

The Secretary shall record and maintain records of all proceedings of the Board of Directors. If the Secretary is absent from any meetings of the Board of Directors, the Assistant Secretary shall exercise the duties of the Secretary at the meeting.

Section 2.9 Treasurer. The Treasurer shall be the Chief Financial Officer of the corporation. He or she shall be in charge of the financial affairs, funds, securities and other valuable papers and shall keep complete and accurate recordings thereof. The Treasurer shall have the power to sign alone in the name of the Corporation all contracts authorized either generally or specifically by the Board of Directors, to execute and deliver other documents and instruments and to sign checks, drafts, notes and orders for the payments of money. The Treasurer shall have such other duties and powers as designated by the Board of Directors or the Chief Executive Officer. .

ARTICLE III GENERAL PROVISIONS Section 3.1 Execution of Instruments. Except as otherwise provided in these By-laws, the Board may authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instruments in the name of or on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power to bind the Corporation by any contract or engagement, to pledge the Corporation’s credit, or to render it liable monetarily for any purpose or amount.

Section 3.2 Checks and Notes. The Board of Directors is authorized to select such depositories as it shall deem proper for the funds of the Corporation. One officer shall sign all bills, notes, receipts, acceptances, endorsements and checks of the Corporation in an amount up to and including -5-

$50,000. Two officers shall cosign all bills, notes, receipts, acceptances, endorsements and checks of the Corporation in an amount over $50,000.

Section 3.3 Contracts. The officers and other authorized signatories of the Corporation are authorized to use Echosign or other methods of electronic-signatures whenever possible when executing contracts and other documents and instruments.

Section 3.4 Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise including stocks, bonds or other securities, as the Board of Directors may deem desirable.

Section 3.5 Office. The office of the Corporation shall be located at such place as the Board of Directors may determine. The Corporation may also have offices at such other places, within or outside of the State of Delaware, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.

Section 3.6 Books. There shall be kept at the office of the Corporation correct books of account of the activities and transactions of the Corporation including a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these By-Laws, and all minutes of meetings of the Board of Directors.

Section 3.7 Fiscal Year. The fiscal year of the Corporation shall commence October 1 of each calendar year and end with September 30 in the following calendar year or such other period as may be determined by the Board of Directors.

Section 3.8 Liability to the Corporation. No Director shall be personally liable to the Corporation for monetary damages for breach of fiduciary duty as a Director, except for: (a) Any breach of the Director’s duty of loyalty to the Corporation; (b) Acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; or (c) Any transaction from which the Director derived an improper personal benefit.

Section 3.9 Indemnification. The Corporation shall to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she, his or her testator or intestate was a Director, officer,

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employee or agent of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses including attorneys' fees Provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of Directors who are not at that time parties to the proceeding.

Section 3.10 Amendments. These By-Laws may be amended or repealed, in whole or in part, by a vote of the majority of the Board of Directors except that any amendment which increases the quorum requirement or the proportion of votes necessary for the transaction of business or of any specified item of business must be authorized by a vote of two-thirds of the entire Board.

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TABLE OF CONTENTS Page ARTICLE I BOARD OF DIRECTORS .............................................................. 1 Section 1.1 Powers. .......................................................................... 1 Section 1.2 Number.......................................................................... 1 Section 1.3 Election; Term of Office. .............................................. 1 Section 1.4 Removal. ........................................................................ 1 Section 1.5 Resignation. .................................................................. 2 Section 1.6 Vacancies....................................................................... 2 Section 1.7 Section 1.8 Regular and Special Meetings………………………2 Section 1.9 Notice of Meetings. ....................................................... 2 Section 1.10 Quorum and Voting. ..................................................... 2 Section 1.11 Action by the Board...................................................... 3 Section 1.12 Committees. .................................................................. 3 ARTICLE II OFFICERS..................................................................................... 3 Section 2.1 Number.......................................................................... 3 Section 2.2 Election and Term. ....................................................... 4 Section 2.3 Resignation and Removal. ........................................... 4 Section 2.4 Employees and Other Agents. ..................................... 4 Section 2.5 Chairperson and Vice Chairperson……………4 Section 2.6 Chief Executive Officer ................................................ 4 Section 2.7 President. ...................................................................... 5 Section 2.8 Secretary. ...................................................................... 5 Section 2.9 Treasurer.. .................................................................... 5 ARTICLE III GENERAL PROVISIONS .......................................................... 5 Section 3.1 Execution of Instruments…………………………….5 Section 3.2 Checks and Notes. ........................................................ 6 Section 3.3 Contracts ....................................................................... 6 Section 3.4 Investments. ................................................................. 6 Section 3.5 Office. ............................................................................. 6 Section 3.6 Books. ............................................................................ 6 Section 3.7 Fiscal Year. ................................................................... 6 Section 3.8 Liability of the Corporation…………………………...6 Section 3.9 Indemnification. ........................................................... 7 Section 3.10 Amendments. ................................................................ 7

ARTICLES OF INCORPORATION

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TAX-EXEMPT LETTER

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CORPORATE POLICIES

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Conflict of Interest Policy

TNTP, INC. CONFLICT OF INTEREST POLICY Article I Purpose The purpose of this Conflict of Interest policy is to protect the interests of TNTP, Inc. (“TNTP”) when it considers a transaction or arrangement that may (1) benefit the private interest of an officer, director, or Committee Member (defined below), (2) benefit a Key Employee (defined below) of TNTP, or (3) result in a possible Excess Benefit Transaction (defined below). This policy supplements but does not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.

A conflict of interest arises whenever the personal or professional interests of a TNTP officer, director, Committee Member or Key Employee is potentially at odds with the best interests of TNTP. For example, a potential conflict of interest arises when a director or the spouse of a director performs professional services for TNTP, or a partner proposes that a relative or friend be considered for a staff position. Such transactions are perfectly acceptable if they benefit TNTP and if TNTP’s Board made the decision to enter into the transactions in an objective and informed manner. Even if they do not meet these standards, such transactions are usually not illegal. They are, however, vulnerable to legal challenges and public misunderstanding. Loss of public confidence and a damaged reputation are the most likely results of a poorly managed conflict of interest.

Article I Purpose 1.

Committee Member. A Member of a TNTP committee with Board delegated powers.

2.

Interested Person. Any TNTP director, officer, Committee Member, or Key Employee who has a direct or indirect Financial Interest or other Conflict of Interest (hereinafter referred to together as an “Interest”) with respect to a proposed or existing transaction or arrangement.

3.

Key Employee. A Key Employee of TNTP is an employee who is at the Partner level or above.

4.

Financial Interest. An Interested Person has a Financial Interest if the person has or has had in the last three fiscal years, directly or indirectly, through business, investment, or family: a.

an ownership or investment interest (in excess of five percent (5%) in any entity with which TNTP has a transaction or arrangement;

b.

a compensation arrangement with TNTP or with any entity or individual with which TNTP has a compensation or other financial arrangement or transaction; or

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c.

a potential ownership or investment interest (in excess of five percent (5%) in, or compensation arrangement with, any entity or individual with which TNTP is negotiating a transaction or arrangement.

In addition, a TNTP director has a Financial Interest if he or she has been an employee of, or has a relative that has been a Key Employee of TNTP in the past three years.

The term “compensation” includes direct and indirect remuneration, gifts, or favors in excess of $10,000 from a single source. Compensation does not include reimbursement of out-of-pocket expenses incurred in connection with board and committee meetings or activities.

A Financial Interest is not necessarily a Conflict of Interest. Under Article III, a person who has a Financial Interest may have a Conflict of Interest only if the Board or a committee decides that a Conflict of Interest exists.

5.

Conflict of Interest. A Conflict of Interest means any commitment, investment, relationship, obligation, or involvement, financial or otherwise, direct or indirect, that may influence a person’s judgment.

A Conflict of Interest is present when, in the judgment of the Board of Directors, an Interested Person’s stake in the transaction is such that it reduces the likelihood that an Interested Person’s influence can be exercised impartially in the best interests of TNTP.

6.

Excess Benefit. An Excess Benefit is any kind of transaction in which an Interested Person receives an economic benefit from TNTP that exceeds the fair market value of what TNTP receives in return.

Article III Application of the Policy 1.

Duty to Disclose. When there is a transaction or arrangement that may present a Financial Interest or a Conflict of Interest, the Interested Person must disclose the existence of the Interest and all material facts to the directors who will consider the proposed transaction or arrangement. Disclosures should be made, in advance, before any action is taken on the matter that poses an actual or potential conflict.

If the Board of Directors delegates the determination of the Conflict of Interest to a committee, the Committee Members on that committee will evaluate the existence of any Conflict of Interest.

2.

Determining Whether a Conflict of Interest Exists. After the Interested Person discloses the potential Interest to the directors or Committee Members, and answers any relevant questions in connection with the Interest, the Interested Person must leave the meeting. The remaining directors or Committee Members must then decide if a Conflict of Interest exists.

3.

Procedures for Addressing the Conflict of Interest. a.

An Interested Person may make a presentation at the Board or Committee meeting, but after the presentation, such person must leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible Conflict of Interest.

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b. The Interested Person is prohibited from influencing deliberations or votes on the transaction or arrangement involving the possible Conflict of Interest. c.

The Chairperson of the Board or Committee must, if appropriate, appoint a disinterested person or Committee to investigate alternatives to the proposed transaction or arrangement.

d. After exercising due diligence, the Board or Committee must determine whether TNTP can reasonably obtain a better transaction or arrangement from a person or entity that would not give rise to a Conflict of Interest. e.

4.

If a better transaction or arrangement is not reasonably possible under circumstances not producing a Conflict of Interest, the Board or Committee must determine by a majority vote of the disinterested directors (or Committee Members) whether the transaction or arrangement is in TNTP’s best interest, for its own benefit, and whether the transaction or arrangement is fair and reasonable to TNTP. In conformity with the above determination, the Board or Committee must make its decision as to whether to enter into the transaction or arrangement.

Violation of the Conflict of Interest Policy. a.

If the Board or Audit Committee1 has reasonable cause to believe a person has failed to disclose an actual or possible Interest, it must inform the person of the basis for such belief and give the person an opportunity to explain the alleged failure to disclose.

b. If, after hearing the person’s response and after making further investigation as warranted by the circumstances, the Board or Audit Committee determines the person has failed to disclose an actual or possible Interest, it must take appropriate disciplinary and corrective action.

5.

Records of Proceedings. The minutes of the Board and all Committees with board delegated powers must contain: a.

(1) The names of the persons who disclosed or otherwise were found to have an Interest in connection with a proposed or existing transaction or arrangement; (2) the nature of the Interest; (3) any action taken to determine whether a Conflict of Interest was present; and (4) the Board’s or Committee’s decision as to whether a Conflict of Interest in fact existed.

1

Pursuant to the Audit Committee Charter, the Audit Committee oversees the adoption and implementation of the Conflict of Interest Policy.

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b. (1) The names of the persons who were present for discussions and votes relating to the transaction or arrangement; (2) the content of the discussion, including any alternatives to the proposed transaction or arrangement; and (3) a record of any votes taken in connection with the proceedings.

Article IV Compensation A voting member of the Board who receives compensation, directly or indirectly, from TNTP for services is precluded from voting on matters pertaining to the member’s compensation.

A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from TNTP for services is precluded from voting on matters pertaining to that member’s compensation.

Article V Annual Statements 1.

Each director, officer, Committee Member and Key Employee must annually electronically sign a statement which affirms such person: a.

has received a copy of this Conflict of Interest policy;

b. has read and understands this Conflict of Interest policy; c.

has agreed to comply with this Conflict of Interest policy; and

d. understands that TNTP is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

2.

The Audit Committee will oversee collection of the annual statements as well as compliance with the Conflict of Interest Policy.

Article VI Periodic Reviews 1.

To ensure TNTP operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews must be conducted by the Board or the Audit Committee. The periodic reviews must, at a minimum, include the following subjects: a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and are the result of arm’s length bargaining, and b. Whether partnerships, joint venture arrangements and other transactions: (1) conform to TNTP’s written policies; (2) are properly recorded; (3) reflect reasonable investment or payments for goods and services; (4) further charitable purposes; and (5) do not result in inurement, impermissible private benefit or in an Excess Benefit transaction.

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Article VI Periodic Reviews To comply with this policy, TNTP may consult with outside experts. If TNTP elects to consult with outside experts, that does not remove the responsibilities of the TNTP Board or its Audit Committee under this policy.

Annual Certification

I have received a copy of TNTP’s Conflict of Interest Policy and have read and understood it, and hereby agree to comply with it. I further understand that TNTP is a charitable organization, which must engage primarily in activities which accomplish its tax-exempt purposes.

Please check one of the following boxes:  I am not aware of any Financial Interest or Conflict of Interest (past, current, potential) involving me or a family member.  I hereby disclose or update my interests and relationships that could give rise to a Financial Interest or Conflict of Interest.

Business/Organization:

Nature of Relationship or Interest:

Director, Office, Committee Member, or Key Employee:

_____________________________________________________________________________________________________________________________

Signature

Printed Name

Date

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Updated November 2018

TNTP, INC. DOCUMENT RETENTION POLICY Purpose: This Document Retention Policy establishes the procedures that all employees of TNTP, Inc. (“TNTP”) must follow regarding the retention and destruction of documents. The primary goal of this Policy is to retain all documents that TNTP is required to maintain, as well as any other documents that should be maintained for a designated period of time because they are likely to continue to be important to ongoing business efforts and to protect TNTP’s interests. A secondary, but important, purpose of this Policy is to reduce record storage costs by discarding records that TNTP is not required to maintain and the retention of which is no longer necessary to the operation of TNTP. Retention: Attached at Appendix A is TNTP’s records retention schedule.

Documents that are not listed, but are substantially similar to those listed in the schedule, must be retained in a protected or safe environment for the appropriate length of time. “Document” includes any record within the categories set forth in Appendix A in whatever form it is stored: hard copy or electronic.

Electronic documents: Electronic Documents will be retained as if they were paper documents.

Therefore, any electronic files that fall into one of the document types in Appendix A will be maintained for the appropriate amount of time. Backup and recovery methods will be tested on a regular basis.

Document Destruction: Each person whose job description includes the custody and/or maintenance of the documents identified in Appendix A is responsible for the ongoing process of identifying records which have met the required retention period and overseeing their destruction. The method of destruction may be determined by contract requirements. Please reach out to the Legal Team for further assistance.

Reporting Requests for Documents: An employee who receives any request for TNTP documents or records (whether pursuant to subpoena, government audit or investigation), or any other legal pleading or filing, must immediately forward it to the General Counsel). These types of requests typically have firm deadlines associated with them. Missing these deadlines could potentially result in fines, penalties, and other costs being assessed against TNTP. Your attention to the prompt transmission of these requests to the CFO is, therefore, critically important.

Suspension of Document Destruction / “Holds”:

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Updated November 2018

Record retention is especially important in the context of litigation.

The absence of a document, without a justifiable basis, may give rise to the inference that the contents of the document were adverse to TNTP’s position.

Accordingly, document destruction will be suspended immediately upon issuance of a notice, known as a “legal hold,” by the General Counsel, the Board of Directors, or his, her or their designee, upon any indication of an official investigation or when a lawsuit or other legal action is commenced or appears imminent. During a legal hold, no specified records may be destroyed until the legal hold is withdrawn. This includes destruction of documents in the ordinary course of business.

Similarly, on occasion, TNTP may undergo tax audits by the Internal Revenue Service or state tax authorities. Such audits will require that documents relevant to the audit be placed on “audit hold” and not discarded or destroyed pursuant to this Policy. In those cases where the CFO or Controller has circulated an “audit hold” memoranda to alert employees to the need to collect and maintain certain documents, those documents must still be retained if no authorization to release from audit hold has been issued for those documents.

Once the need to maintain documents for legal or audit purposes has passed, the retention practices and procedures outlined in this Policy will once again apply to these materials.If you have any questions about this Policy, please contact the Legal Team or the CFO.

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Updated November 2018 Record Retention Period by Document Type 3 Years

5 Years

7 Years

10 Years

Permanent or Designated

Destruction Method

Finance IRS Tax Returns and Documentation

X

Financial statements (yearend), general ledgers and yearend trial balances, inventory, asset and depreciation schedules

X

Employment Tax Documentation

X

Shred

Application for tax exempt status, tax determination letter Internal Audit Documents

X

X

Shred

Budgets

X

Shred

Accounts payable ledgers and schedules Accounts receivable ledgers and schedules

X

Shred

External Audits Reconciliations

X X

Shred Shred

Invoices

X

Shred

Purchase Orders

X

Shred

Journals (including payroll records and summaries)

X

Shred

Expense Reports

X

Shred

Electronic payment records

X

Shred

Checks

X

Shred

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Updated November 2018 Bank Statements

X

Shred

Corporate Governance and Operations Board Meeting Minutes, Bylaws and Board adopted policies

X

Articles of incorporation and other organizational formation documents

X

State Filings with the Secretary of State, business licenses and authorizations to do business

X

Insurance Policies and related Documentation (including accident reports and claims)

X

Real Estate Transactions

X

Loan documents

X

General Correspondence

12 months

(Includes documentation supporting the regular operation of business processes and implementation of programs.)

Correspondence detailing significant business transactions or decisions Legal

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X

Delete or Dispose

Updated November 2018 Copyright, patent and trademark registrations, trade secrets

X

Licensing Documents

X

Confidentiality/Nondisclosure agreements

7 years past expiration?

Shred

Contracts and Grants

7 years past expiration

Shred or delete

Unfunded grant and RFP applications

X

Shed

Consent Forms

Legal Correspondence (including email documenting legal determinations, opinions and questions) Human Resources

X - Beyond expiration of the use of data, video, etc.

Shred

X

Benefit Plans and Information

X

Applications for individuals who are hired and Personnel Records

X - past termination

Retirement records Applications and resumes for applicants that are not hired

Shred

X X

Internal employee policies and handbooks Participant policies and handbooks

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Shred

X – past replacement

Dispose

X – past program termination

Dispose

Updated November 2018 Training Materials Recruitment Materials

X

Dispose

X

Dispose

Timesheets

X

Shred

Benefit Records and plan participation

X

Shred

Employee Personnel Records and Evaluations

X – past employee termination

Shred

Programs Work product and contract deliverables

Set by the contract

Set by the Contract or Shred

Program work papers and general correspondence

X-past contract expiration

Dispose or Delete

Recruitment and Candidate Information

X or as advertised to the candidates

Delete or Shred

Program participant selection, training and certification records

X – past program exit

Delete or Shred

Information Technology Data destruction plan

X – past replacement

In accordance with NIST SP 800-88 Guidelines

Hardware and Backup media

End of useful life

In accordance with NIST SP 800-88 Guidelines

Program Documentation

Program destruction

In accordance with NIST

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Updated November 2018 SP 800-88 Guidelines

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TNTP, INC. REPORTING PROCEDURES FOR IMPROPER ACTIONS (WHISTLEBLOWER POLICY)

A.

B.

General Principles 1

Any employee, officer, volunteer or director of The New Teacher Project, Inc. (“TNTP”) may confidentially report in good faith any action or suspected action taken by or within TNTP that may involve a violation of law, a violation of TNTP corporate policy, a fraudulent act, or certain financial reporting/accounting irregularities (“Financial Irregularities”) described below (collectively, “Improper Actions”) without fear of retaliation. Financial Irregularities under this policy include, but are not limited to: (i) deliberate error in the preparation, evaluation, review or audit of financial statements; (ii) deliberate error in the recording and maintaining of financial records; (iii) deficiencies in or non-compliance with internal policies or regulations; (iv) misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in financial records, financial reports, or audit reports; and (v) materially incomplete or inaccurate reporting of TNTP’s financial condition.

2

TNTP’s Board of Directors reserves the right, in its discretion, to interpret and amend this Policy. This Policy should not be interpreted as creating a contract of employment.

3

In order to facilitate the confidential reporting of Improper Actions, the Board of Directors has established the following procedures.

Administration of this Policy: The Audit Committee shall have overall responsibility for administering this Policy, except that reports of certain Improper Actions shall be handled by the Executive Vice President of Central Operations (“EVP- Central Operations”), as the corporation’s “Compliance Officer” as set forth below.

500 7th Ave, 8 th Floor · New York, New York 10018 · T (718) 233-2800 · F (718) 643-9202 · tntp.org

1

C.

Reporting of Improper Actions: Confidential reports of Improper Actions should be directed confidentially to the EVP- Central Operations (or, if the reporter believes that the Improper Action involves the EVP or a person within his/her direct line of supervision, then to the General Counsel). The EVP- Central Operations is hereinafter referred to as “Compliance Officer.” Reports may be made in writing, over the telephone, or via email. Written communications should be placed in an envelope marked “Confidential;” e-mail communications should contain the phrase “Confidential” in the subject line. All reports should be made as soon as possible so that the Improper Actions can be promptly and thoroughly investigated.

C.

Confidentiality: Reports of Improper Actions shall be deemed confidential.

Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct a thorough investigation and review. Such reports also may be submitted anonymously, although the inability to obtain additional information about the matters raised in the report may inhibit a thorough investigation.

D.

Treatment of Complaints: Upon receipt of a report, the Compliance Officer shall determine whether the report involves Improper Actions. If so, the Compliance Officer shall be responsible for directing an appropriate investigation of the matter under the terms of this Policy and may designate one or more persons to conduct such investigation. When possible, the Compliance Officer or his/her designee will acknowledge receipt in writing of the report to the sender (and thus if a reporter does not receive an acknowledgement, s/he should endeavor to confirm receipt, unless the report is anonymous).

E.

1.

The Board of Directors [and the Audit Committee] will be notified in writing of the receipt of an Improper Action report.

2.

All TNTP employees, officers, directors, and volunteers have a duty to cooperate with investigations conducted under this Policy.

3.

Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Board of Directors.

Reports: The Compliance Officer will maintain a log of all reports under this Policy, tracking their receipt, investigation and resolution and shall prepare a periodic summary report thereof for the Board of Directors, maintaining confidentiality consistent with this

500 7th Ave, 8 th Floor · New York, New York 10018 · T (718) 233-2800 · F (718) 643-9202 · tntp.org

2

Policy. Copies of reports and summary reports shall be maintained for the period or periods necessary to satisfy applicable statutory and regulatory requirements.

F.

Non-Retaliation 1.

TNTP strictly prohibits retaliation against any employee, officer, director or volunteer for making a good faith report of an Improper Action or assisting in any investigation of an Improper Action. Retaliation includes, but is not limited to, intimidation, harassment, discrimination, and adverse employment actions (e.g., discharge, demotion, suspension, reduction in pay or benefits, etc.)

2.

Any employee, officer, director, or volunteer who believes they have been subject to retaliation as defined in Paragraph F.1 above should confidentially report the alleged retaliatory action to the Compliance Officer or his/her designee who is handling or who handled the investigation of Improper Action.

3.

Any employee, officer, director, or volunteer who is found to have engaged in retaliation as defined in Paragraph F.1 will be subject to appropriate disciplinary action, up to and including severing their relationship with TNTP.

4.

This protection from retaliation is not intended to prohibit TNTP from taking any action, including adverse employment actions (such as discipline) for any legitimate, non-retaliatory reason, including for misconduct, including making a fraudulent report under this Policy, and poor performance.

G.

Acting in Good Faith: Reports of Improper Action under this Policy must be made in good faith. In this regard, the reporter should have reasonable grounds to suspect that (i) conduct was engaged in or actions were taken, which (ii) may be a violation of the law or of TNTP policy, or may constitute fraud, or that may otherwise be an Improper Action as set forth in Section 3 above.

H.

Notice: Each TNTP employee, officer, director, and volunteer (who provides substantial services) shall receive a copy of this Policy. Questions about the Policy should be directed to the Compliance Officer.

500 7th Ave, 8 th Floor · New York, New York 10018 · T (718) 233-2800 · F (718) 643-9202 · tntp.org

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Annual Compliance Certification

TNTP, INC. ANNUAL COMPLIANCE CERTIFICATION I certify that during the calendar year 2019-2020 I have not accepted gifts, gratuities, entertainment or other favors from any individual or entity which would be prohibited by TNTP’s gift policy.

_____________________________________________________________________________________________________________________________ Signature

Printed Name

Date

500 7th Avenue, 8th Floor · New York, NY 10018 · T (718) 233-2800 · F (718) 643-9202 · tntp.org

Gift Policy & Certification Form

TNTP, INC. GIFT POLICY & CERTIFICATION FORM TNTP, Inc., (“TNTP”) requires that members of its Board of Directors, officers and employees decline to accept certain gifts, consideration or remuneration from individuals or companies that seek to do business with TNTP. This policy and the accompanying certifications are intended to implement this prohibition on the acceptance of gifts, consideration or remuneration.

Section 1. “Responsible Person” is any person serving as a member of TNTP’s Board of Directors, or any person serving as a member of a board committee, an officer, or an employee of TNTP. Section 2. “Family Member” is a spouse, domestic partner, parent, child or spouse of a child, or a brother, sister, or spouse of a brother or sister, of a Responsible Person.

Section 3. “Contract” or “Transaction” is any agreement or relationship involving the sale or purchase of goods, services or rights of any kind, receipt of a loan or grant, or the establishment of any other pecuniary relationship. The making of a gift to TNTP is not a “contract” or “transaction.”

Section 4. Prohibited gifts, gratuities and entertainment. Except as approved by the Chairperson of the Board of Directors or his or her designee or for gifts, gratuities or entertainment of a value less than $100, no Responsible Person or Family Member shall accept gifts, gratuities entertainment or other favors from any person or entity which: 1.

does or seeks to do business with TNTP;

2.

does or seeks to compete with TNTP; or

3.

has received or entered into, is receiving or entering into, or is seeking to receive or enter into a Contract or Transaction with TNTP.

TNTP, INC. COMPLIANCE CERTIFICATION STATEMENT I certify that I have read the above policy concerning gifts, and I agree that I will not accept gifts, gratuities, entertainment or other favors from any individual or entity which would be prohibited by the above policy.

I agree to provide a signed statement at the end of each calendar year certifying that I have not accepted any such gifts, gratuities, entertainment or other favors during the preceding year.

_____________________________________________________________________________________________________________________________ Signature

Printed Name

Date

500 7th Avenue, 8th Floor · New York, NY 10018 · T (718) 233-2800 · F (718) 643-9202 · tntp.org

BOARD COMMITTEE CHARTERS

Confidential - Do Not Distribute

EXECUTIVE COMMITTEE CHARTER THE NEW TEACHER PROJECT, INC. Purpose The Executive Committee is appointed by the Board of Directors (the “Board”) of The New Teacher Project, Inc. (“TNTP”) to exercise the powers and duties of the Board between Board meetings and while the Board is not in session, and implement the policy decisions of the Board.

Committee Membership The Executive Committee shall consist of three members, as determined every three years by the Board. Executive Committee members may be replaced by the Board at any time.

The Board shall appoint the Chair.

Two members of the Executive Committee shall be necessary to constitute a quorum, and in every case the affirmative vote of two members shall be necessary for the taking of any action by the Executive Committee.

Meetings The Executive Committee shall meet as often as it determines to be necessary or appropriate. The Chair shall preside at each meeting and, in the absence of the Chair, one of the other members of the Executive Committee shall be designated as the acting chair of the meeting.

The Chair (or acting chair) may direct appropriate members of management and staff to prepare draft agendas and related background information for each Executive Committee meeting. The draft agenda shall be reviewed and approved by the Executive Committee Chair (or acting chair) in advance of distribution to the other Executive Committee members. Any background materials, together with the agenda, should be distributed to the Executive Committee members in advance of the meeting. The written minutes of each meeting, in the form approved by the Executive Committee, shall be duly filed in TNTP’s records. At the request of the Board or as the Chair determines necessary, reports of meetings of the Executive Committee shall be made to the Board at its next regularly scheduled meeting accompanied by any recommendations to the Board approved by the Executive Committee.

Committee Authority and Responsibilities During intervals between meetings of the Board, the Executive Committee shall possess and may exercise the full authority of the Board and such other authority as may from time to time be lawfully delegated to the Executive Committee by the Board; provided, however, that the Executive Committee shall not have the power or authority to do the following: •

Adopt, amend or repeal TNTP’s Certificate of Incorporation or By-Laws;

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•

Amend or repeal any resolution of the Board, which by its express terms is not so amendable or repealable;

•

Appoint committees of the Board or the members thereof;

•

Elect a director;

•

Appoint a Chief Executive Officer; or

•

Exercise any powers or duties which have been specifically delegated to another committee of the Board.

For the avoidance of doubt, but without limiting the generality of the foregoing, the Executive Committee shall have the authority to do the following: •

Annually review and approve corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluate the Chief Executive Officer’s performance in light of those goals and objectives and determine the Chief Executive Officer’s compensation level based on such evaluation; and

•

Assist the Board in identifying individuals qualified to become Board members and recommend to the Board nominees for election to the Board.

The Executive Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Executive Committee shall annually review its own performance.

Adopted by the Board of Directors on January 28, 2009

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Audit Committee Charter The New Teacher Project, Inc. I. Mission and Purpose The Audit Committee will assist the Board of Directors of The New Teacher Project (“TNTP”) and the Executive Committee in fulfilling its oversight responsibilities by: 1. Reviewing the annual operating budget and long term strategic plans.

2. Regularly reviewing TNTP’s financial results.

3. Identifying the major risks in the long term strategic plans for TNTP and communicating those risks to the full Board.

4. Ensuring an appropriate capital structure and operating reserve.

5. Monitoring the adequacy of the overall systems of internal control and risk mitigation.

Assess the tone of the control environment.

6. Insuring the integrity of financial statements.

7. Selecting or renewing the selection of an independent audit firm. Reviewing and approving the audit scope, plan, and fees. Monitoring the independence and performance of the independent audit firm. # (a) any risks or weaknesses in the organization’s internal controls prior to the commencement of the audit, (b) any restrictions on the auditor’s activities or access to information, (c) any significant disagreements between the auditor and organization management, and (d) the organization’s accounting and financial reporting processes; and 9. Maintaining open and direct lines of communication with the Board, management and independent auditors.

10. Encouraging practices that assure compliance with legal and regulatory requirements and ethical standards applicable to TNTP, including overseeing the adoption and implementation of the Conflict of Interest and Whistleblower policies.

11. Ensuring that the organization has adequate systems to provide timely and accurate financial information to key decision makers.

II. Committee Membership.

Committee members shall have a working knowledge of TNTP’s operating and control environment. In the sole judgment of the Board, the majority of the committee members should demonstrate proficiency in general business practices and possess a basic understanding of finance, accounting and fundamental financial statements.

Except as set forth below, the Committee shall consist of at least three Independent Directors.

For purposes of this charter, an “Independent Director” means a TNTP Board member who is free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee, or any other person described in the Not For Profit Corporation Law Section 102(a)(21). No employee of TNTP or other person who has a direct or indirect financial relationship with TNTP may be a member of the Committee.

The Board shall appoint the Chair and the members of the Committee. In addition, at the discretion of the Chair, and with the approval of the Board, the Committee may add one or two

outside professionals who are not Board members who can bring unique skills or insights to the Committee and TNTP. Only Committee members who are full Board members shall have a vote.

Although non-Board Members (if any) may serve on the Committee, they may neither deliberate nor vote.

III. Committee Meetings The Committee shall meet at least twice per fiscal year, via face-to-face meetings, video conferencing or conference calls. One meeting, prior to the start of each fiscal year, shall be focused on the annual operating budget, and long-term strategic plans. The second meeting, after the close of the year, shall include the review of the audited financial statements and the auditor’s management letter, and a private meeting with the external auditors. The Committee may hold such additional meetings, including meetings in executive session, as it deems appropriate. A quorum shall consist of two Committee members.

IV. Authority The Committee is authorized to carry out the purposes and activities described in this Charter and other actions reasonably related to the Committee’s purposes or assigned by the Board of Directors.

The Committee’s role is one of oversight. TNTP management is responsible for preparing the financial statements and/or business plans, and the auditors are responsible for auditing those financial statements. The Committee recognizes that management, staff, and the independent auditors have more time, knowledge, and detailed information about TNTP than do the Committee members. Consequently, in carrying out its oversight responsibilities, the Committee is not providing any expert or special assurance as to the financial statements or any professional certification of the independent auditors’ work. Rather, in its oversight role, members are applying judgment and experience to independently assess the quality of management’s and the auditors’ performance as well as risks inherent in TNTP’s operating plans.

The Committee shall have the power to conduct or authorize investigations into any matters within the Committee’s scope of responsibilities, with access to all books, records, and personnel. The Committee shall have the power, if needed, to retain special outside legal, accounting, or other consultants to advise it generally and to assist in the conduct of such investigations, at TNTP’s expense, and without further Board or Executive Committee approval.

The Committee shall have the power to review and approve, without further Board approval, any filings on Forms 990 or A-133 and the annual audited financial statements of TNTP. The Committee shall, through its Chair, report periodically to the Board of Directors on the Committee’s activities and findings.

Key Tasks and Responsibilities of the Audit Committee 1. Ensure that the Chief Financial Officer/Treasurer conducts a risk assessment annually and ensures that financial controls mitigate those risks. Become familiar with the organizations' budgetary, investment and risk management practices. Ascertain whether or not such policies have been applied consistently and appropriately.

2. Recommend the appointment, and, if appropriate, the termination of the independent auditor. Evaluate, compensate, and in conjunction with the Chief Financial Officer, oversee the work of the independent auditor who shall report directly to the Committee.

3. Review and approve the terms of the independent auditor’s engagement at least every three years as well as any non audit services provided by the independent auditor. Review and approve the scope of the auditor’s engagement.

4. Assess all recommendations in the Auditors’ management letter. Report the results of the annual audit to the Board.

5. Evaluate whether or not management has established a tone in its operations that stresses the importance of a sound internal control environment. This control environment includes (a) organization structure, (b) management philosophy and operating style, (c) integrity of employees, (d) corporate culture and (e) organizational values. Assist management to determine the right timing to establish an internal audit capacity.

6. Review the annual financial statements, including any complex transactions, underlying issues, as well as material valuations of assets, liabilities, contingencies or commitments.

7. Review the annual operating budget. Official approval is voted on by the Board. Review and document any interim changes to the budget. Assist management to establish benchmarks to monitor performance.

8. Review interim financial results at least twice per year.

9. Understand the risks inherent in the TNTP growth plans, as well as strategies to mitigate that risk. Ensure an appropriate capital structure and operating reserve. Assess capital needs required to support that plan. Pay particular attention to risks that could arise from: a. Changes in the operating environment b. New personnel c. New or revamped information systems d. Rapid growth e. New technology f. New operating model, program or activity g. Organizational restructuring h. New accounting standards or changes in accounting principals i. Ascertain that levels of fund raising expenses appear reasonable.

10. Review terms of debt programs and limits. Official approval is voted on by the Board.

!

11. Review long-term leases with an expenditure of more than $100,000 annually. Official approval is voted on by the Board 12. Review capital expenditures in excess of $100,000 that are consistent with the long-range strategic plan. Official approval is voted on by the Board.

13. Review short-term cash investment strategies. Official approval is voted on by the Board 14. Review the effectiveness of the system for monitoring compliance with laws and regulations. Ascertain that the organization is conducting its affairs ethically, particularly in the areas of lobbying and fund-raising practices, and that employees and Board members are aware of TNTP’s policies regarding conflicts of interest and fraud.

15. Monitor the efforts of the Chief Financial Officer and CEO to develop the financial skills and disciplines needed by management and staff throughout the organization.

"

BOARD CONTACT LIST

Confidential - Do Not Distribute

TNTP Board of Directors Luis Avila (Board Chair) President, Iconico Campaigns 42 W Cambridge Ave Phoenix, AZ 85003 Email: luis@iconico.io Phone: 602-705-9976 Kenya Adjekum-Bradshaw Chief Program Officer, Reconstruction 950 University Street Memphis, TN 38107 Email: Kenyabradshaw@reconstruction.us Phone: 832-919-0851 Chris Bierly Partner, Bain & Company, Inc. 131 Dartmouth Street Boston, MA 02116 Email: chris.bierly@bain.com Phone: 617-572-2406 Jean-Claude Brizard President and CEO, Digital Promise 1001 Connecticut Ace NW, Suite 935 Washington, DC 20036 Email: jcbrizard@digitalpromise.org Phone: 516-242-0560 Vinice Davis Venture Partner, Imaginable Futures 1331 4th Street SE, Apt 608, Washington, DC 20003 Email: Vdavis@imaginablefutures.com Phone: 678-984-9805 Sharif El-Mekki Founder and CEO, Center for Black Educator Development 7901 Hidden Lane, Elkins Park, PA 19027 Email: El-Mekki@TheCenterBlackED.org Phone: 267-228-5149

Matt Glickman Lecturer in Management, Stanford Graduate School of Business President, Promise Venture Studio 159 Melville Avenue Palo Alto, CA 94301 Email: matt@glickman.com Phone: 415-609-0353 David Howe Chief Executive Officer, Scout Partners 399 Park Avenue, 14th Floor, New York, NY 10022 Email: dhowe@scoutllc.com Phone: 212-207-9230 Paul G. Pastorek President and CEO,, University of Arizona Global Campus 9816 Debra Drive, River Ridge, LA 70123 Email: paul@pastorekpartners.com Phone: 225-571-0771 Delia Pompa Sr. Fellow for Education Policy, Migration Policy Institute 214 Tammy Dr. San Antonio, TX 78216 Email: dpompa@migrationpolicy.org Phone: 202-746-1425 Tequilla Brownie Chief Executive Officer, TNTP 205 Swepston Drive Marion, AR 72364 Email: Tequilla.brownie@tntp.org Phone: 870-225-9255

Tina Fernandez (Board Vice Chair) Executive Director, Achieve Atlanta 191 Peachtree Street #1000, Atlanta, GA 30303 Email: tfernandez@achieveatlanta.org Phone: 512-825-5344

500 7th Avenue, 8th Floor · New York, New York 10018 · T (718) 233-2800 · F (718) 643-9202 · tntp.org

BOARDSOURCE ANALYSIS DOCUMENTS

Confidential - Do Not Distribute

TNTP Executive Summary Report May 2019

In this DECK 1.

Understanding the Data (Slides 3-4)

2.

Performance at a Glance (Slide 5)

3.

Question Breakdown •

Highest- and lowest-scoring questions (Slides 6-8)

•

“Don’t know” responses (Slide 9)

4.

Benchmarking Data (Slides 10-13)

5.

Board Effectiveness (Slide 14)

6.

Board Commitment and Experience (Slide 15)

7.

Checklist of Board Practices (Slides 16-17)

8.

Board Composition: Diversity, Equity, and Inclusion (Slides 18-20)

Understanding the Data This report provides an overview of how well the board thinks it is meeting its ten areas of governance responsibility as organized into the following four broad categories:

The People

Board Composition Board Structure Board Meetings

The Culture

Culture

The Work

Mission, Vision, & Strategic Direction Program Oversight Financial Oversight Chief Partnership & Executive Oversight Funding & Public Image

The Impact

Impact

Understanding the Data The scores for individual questions are averaged within each area of responsibility (as shown at right), and the scores for each responsibility are then averaged within each of the four overarching categories (as shown at left).

Scores are based on the following answer scale: 0=Poor; 1=Fair; 2=OK; 3=Good; 4=Excellent

Performance at a Glance Your Participation: 9/10 completed surveys Role

P. The PEOPLE

C. The CULTURE

W. The WORK

I. The IMPACT

Please refer to Data Report, page 14 to 15

90% participation

Responsibility

Your Averaged Score

Board Composition

2.63

Board Structure

3.15

Board Meetings

3.54

Culture

3.28

Mission, Vision, & Strategic Direction

3.04

Program Oversight

3.36

Financial Oversight

3.61

Chief Executive Partnership & Oversight

3.28

Funding & Public Image

3.11

Impact

3.31

3.09

3.28

3.26

3.31

Performance: High to Low The graph at left below shows how your board has assessed its performance – from highest to lowest – in the ten areas of responsibility. Bars at the top indicate strong performance. Bars in the middle highlight areas in which the board is performing at an acceptable level but may want to monitor. Bars at the bottom indicate responsibilities that need attention.

Please refer to Data Report, page 14 to 15

Your Highest-Scoring Questions Your Participation: 9/10 completed surveys

90% participation

Survey Question

Average Score

Don’t Know Count

C.10

Proactively addressing challenging board behavior.

4.00

7

W.26

Encouraging candid communications, including the sharing of challenges and issues in a timely manner.

4.00

0

C.1

Cultivating a climate of mutual trust and respect between board members.

3.89

0

W.15

Delegating operational issues to the chief executive.

3.89

0

W.17

Regularly reviewing financial reports.

3.89

0

W.24

Cultivating a climate of mutual trust and respect between the board and chief executive.

3.89

0

P.13

Following and enforcing the board's conflict-of-interest policy.

3.88

1

W.23

Receiving and reviewing the Form 990 or 990 EZ, if applicable.

3.88

1

C.7

Creating conditions that support candor, robust discussions, and ensure all voices are heard.

3.78

0

P.11

Respecting the distinct roles of the chief executive, board, and staff.

3.78

0

Your Lowest-Scoring Questions Your Participation: 9/10 completed surveys

90% participation Average Score

Don’t Know Count

P.3

Using quantitative data on constituent demographics to define what the ideal board composition looks like, including projections on anticipated changes.

1.40

4

W.32

Planning for the absence or departure of the chief executive.

1.86

2

P.4

Aligning board recruitment processes and activities with stated goals for board composition.

2.00

2

P.7

Planning for board officer succession.

2.00

5

2.25

1

2.50

3

2.50

3

2.67

3

2.67

0

2.67

3

Survey Question

P.14 C.8 W.2 C.3 P.10 P.15

Reviewing the board’s committee structure and use of task forces to ensure they effectively support the work of the board.

Periodically dedicating time to revisit board values and behaviors, and how they impact the work of the board.

Articulating a vision that is distinct from the mission.

Setting expectations for how the board works together as a part of board orientation.

Defining responsibilities and setting expectations for board member performance.

Establishing policies for reviewing and refreshing the board, including term limits.

“Don’t Know” Responses Your Participation: 9/10 completed surveys

90% participation

Survey Question

Average Score

Don’t Know Count

C.10

Proactively addressing challenging board behavior.

4.00

7

C.9

Working proactively to discuss and address any dynamics within the board or between board members that may be negatively impacting the board's ability to share power equally.

3.33

6

P.7

Planning for board officer succession.

2.00

5

W.42

Holding board members accountable for fulfilling their fundraising responsibilities.

3.00

5

P.3

Using quantitative data on constituent demographics to define what the ideal board composition looks like, including projections on anticipated changes.

1.40

4

W.30

Soliciting feedback about the chief executive's performance from direct reports.

3.00

4

C.8

Periodically dedicating time to revisit board values and behaviors, and how they impact the work of the board.

2.50

3

W.2

Articulating a vision that is distinct from the mission.

2.50

3

C.3

Setting expectations for how the board works together as a part of board orientation.

2.67

3

P.15

Establishing policies for reviewing and refreshing the board, including term limits.

2.67

3

Benchmarking By comparing your performance as a governing body against that of your peers, you will be able to identify how your performance differs, for better or for worse. Please use the benchmarked data on the following slides as one point of reference within the context and history of your organization to help you focus on your strengths and consider potential areas for growth. Benchmark scores reflect trends among those who have taken the survey. They do not necessarily reflect best or recommended practice and are not meant to be instructive or serve as universal goals.

Your BSA data is benchmarked against other nonprofit organizations that have answered the same BSA survey questions since 2013. The data automatically updates in real time and, as such, is always changing. Your benchmark data was pulled on or near the close date of your survey project. Some questions in your survey are common across BSA versions for different audiences; others are unique to the version of the BSA you used. Therefore the audience size and makeup you are benchmarked against in this report may vary question by question. BoardSource endeavors to benchmark each question by the largest possible audience for maximum data integrity.

Benchmarking Performance Your Board

All Boards

3.4

3.3

3.31 3.28

3.31

3.26

3.2

3.1

3.09 3

3.03

3.02

2.9

2.83

2.8

2.7

2.6

2.5

The People

The Culture

The Work

The Impact

Benchmarking Performance Your Board

All Boards

4.00 3.50

3.61

3.54 3.00 2.50

2.00 1.50 1.00 0.50 0.00

3.15 3.15

3.13

3.36

3.28 2.83

2.632.69

3.04 2.98

3.31 2.84

3.28 3.11

3.31 3.31

3.11 2.84

Benchmarking Performance Your Score

Benchmark Score

Comparison

3.09

3.02

0.07

Board Composition

2.63

2.69

-0.06

Board Structure

3.15

3.15

0.00

Board Meetings

3.54

3.13

0.41

C. The CULTURE

3.28

2.83

0.45

W. The WORK

3.26

3.03

0.23

Mission, Vision, & Strategic Direction

3.04

2.98

0.06

Program Oversight

3.36

2.84

0.52

Financial Oversight

3.61

3.31

0.30

Chief Executive Partnership & Oversight

3.28

3.11

0.17

Funding & Public Image

3.11

2.84

0.27

3.31

3.31

0.00

Role & Responsibility P. The PEOPLE

I. The IMPACT

Satisfaction with Board Effectiveness How satisfied are you with the overall effectiveness of the board?

Please refer to Data Report, page 14 to 15

Satisfaction with Commitment and Overall Experience Are you satisfied with the level of commitment and involvement demonstrated by most board members?

Please refer to Data Report, page 14 to 15

Do you find serving on this board to be a rewarding and satisfying experience?

Checklist of Board Practices Checklist of Policies and Practices (P&P)

% of P&P your board has in place

Organizational Practices

67%

Oversight Practices

100%

Board Practices

50%

CEO & Supervision

60%

Checklist of Board Practices Checklist of Policies and Practices (P&P)

P&P NOT in place for your organization

Benchmark: % of boards with P&P in place

You have 100% of these P&P in place, but completion of the Organizational Practices board leadership practices section and board/staff demographics section of your GuideStar profile is unknown.

Oversight Practices

You have 100% of these P&P in place!

Board Practices

❑ CLP.21 Does the board have an annual retreat? ❑ CLP.22 Do board committees have written charters or job descriptions?

47% 73%

90%

CEO & Supervision

❑ CLP.25 Does the chief executive have a written job description? ❑ CLP.27 Does the evaluation of the chief executive include a formal, written review?

68%

Board Composition: Diversity, Inclusion, and Equity To function at the highest level, a board needs to ensure that its composition incorporates diverse points of view. Racial and ethnic diversity, in particular, are a critical part of the mix. The stakes are high when a board is ill-equipped to understand the impact of its decisions on the diverse communities it seeks to serve.

Though not covered in the BSA, the next several slides show sector data on the composition of nonprofit boards. Our intent is to offer a starting place for your board to begin conversations about what diversity, inclusion, and equity mean for your organization.

Diversity: What’s Typical?

The data on this and the next slide show demographics based on a national sample.

These data are descriptive rather than instructive and are intended only to serve as a starting point for board discussion.

Source: Leading With Intent 2017

•

The average board has 15 members.

•

25% of boards have fewer than 11 members.

•

50% have fewer than 15 members.

•

75% have fewer than 20 members.

Board Diversity/Composition Trends Chair

Board

CEO

Notes

White

90%

84%

90%

People of Color

10%

16%

10%

People of color serving on nonprofit boards decreased from 20% in 2014 to 16% in 2016. 84% of boards remain all White.

Male

41%

52%

27%

Female

59%

48%

73%

< 40

10%

18%

13%

Race/Ethnicity

Gender

Age

40 - 64

64%

68%

76%

65 +

27%

15%

11%

Source: Leading With Intent 2017

77% of small and 69% of mediumsize organizations have female CEOs, but only 62% of large organizations do.

Board members under 40 years of age increased from 14% in 2010 to 17% in 2014, where it remained in 2016.

BSA report BSA BOARD SELF-ASSESSMENT

TNTP | May 2019

PAUL M. CONNOLLY

Welcome Dear Nonprofit Leader, Congratulations on the completion of your BoardSource Board Self-Assessment. Enclosed you will find the results of your board’s recent self-assessment.

This report summarizes the responses to the survey, and should serve as a starting point for discussion and reflection about your board’s core strengths, as well as areas that may need more attention.

The report is organized into four broad categories, which provide a framework for exploring the relationship between who serves on the board (The People), the culture it cultivates (The Culture), the way it fulfills its work responsibilities (The Work), and how all these efforts come together to position the organization to achieve your important mission (The Impact). The report also benchmarks your board’s responses against other nonprofit organizations that have answered the same questions, which may be helpful as you consider your board’s performance relative to your peers across the country.

As you review the report, we encourage you to consider the following: What stands out? Is there anything in the report that is especially surprising, or that you’d like to understand better through conversations as a full board?

Does the board seem to be well aligned in terms of its assessment of its performance, or are there indications that different board members are experiencing the board’s leadership performance differently? If the latter, why might that be?

To what extent is your board meeting its own expectations? In what ways is the board happy with its leadership performance, and where is it signaling a desire to improve? Do any natural priorities emerge from the ratings?

Based on what you see in the self-assessment, what are the top one to three areas where you think the board should focus its development efforts?

These questions may help your board unlock new insights about its leadership and help you determine what goals you want to set and prioritize for your own board development and growth. We encourage you to formalize those goals or priorities as an action plan to guide your board development efforts.

BoardSource has a wide range of resources and tools that can support you in those efforts, some of which are highlighted throughout this report. We also encourage you to explore www.boardsource.org to learn more about other ways we can assist your board, whether through our consulting services, educational programming, or research and leadership on issues of great importance to boards, the social sector, and our society as a whole.

Thank you for the important work that you do, and for trusting BoardSource to be your partner. We applaud you for making this investment in your board’s leadership, and look forward to being a continued resource to you as you lead your organization’s important mission and work.

Sincerely,

Anne Wallestad, President and CEO BoardSource 750 9th Street NW, Suite 650 Washington, DC 20001-4590 202.349.2500 / Fax 202.349.2599 www.boardsource.org assessments@boardsource.org

Results Overview At-A-Glance This report provides an overview of how well the board and the chief executive think the board is meeting its ten areas of governance responsibility as organized into the four broad categories. The scores for individual questions are averaged within each area of responsibility, and the scores for each responsibility are then averaged within each of the four overarching categories mentioned earlier: The People, The Culture, The Work, and The Impact.

These board responsibilities and categories align with Leading with Intent, BoardSource's national index of nonprofit board practices.

As you read through this report, we encourage you to familiarize yourself with Leading with Intent, as well as with one of BoardSource’s most popular books, Navigating the Organizational Lifecycle: A Capacity-Building Guide for Nonprofit Board Leaders.

The scores below are based on this answer scale: 0 = Poor; 1 = Fair; 2 = OK; 3 = Good; 4 = Excellent.

Results Overview The graphs below show how your board has assessed its performance in the four categories (left) and ten responsibilities (right) of nonprofit boards.

Board Composition PEOPLE (P)

3.09

2.63

Board Structure

3.15

Board Meetings

CULTURE (C)

3.54

Culture

3.28

3.28 3.04

Mission, Vision, & Strategic ...

3.36

Program Oversight WORK (W)

3.26

3.61

Financial Oversight 3.28

Chief Executive Oversight IMPACT (I)

3.11

Funding & Public Image

3.31

3.31

Impact 0.00

1.00

2.00

3.00

4.00

0.00

0.50

1.00

1.50

2.00

2.50

3.00

3.50

4.00

3

2.69

Board Composition PEOPLE (P)

3.02

CULTURE (C)

Board Structure

3.15

Board Meetings

3.13 2.83

Culture

2.83

2.98

Mission, Vision, & Strategic ...

2.84

Program Oversight WORK (W)

3.03

3.31

Financial OVersight

3.11

Chief Executive Oversight IMPACT (I)

2.84

Funding & Public Image

3.31

3.31

Impact 0.00

1.00

2.00

3.00

4.00

0.00

0.50

1.00

1.50

2.00

2.50

3.00

3.50

4.00

Highest to Lowest Ranked Responsibilities The graph below shows how your board has assessed its performance — from highest to lowest — in the ten areas of responsibility. The board is performing well in those responsibilities that appear at the top of the graph. The board is performing acceptably in those responsibilities that fall in the middle of the graph, but it may want to monitor its performance. Those responsibilities that fall at the bottom of the graph may require board attention or merit further discussion.

(W) Financial Oversight

3.61

(P) Board Meetings

3.54

(W) Program Oversight

3.36

(I) Impact

3.31

(W) Financial Oversight

3.31

(P) Board Structure, Duties, & Expectations

3.15

(I) Impact

3.31

(P) Board Meetings

3.13

(W) Chief Executive Oversight

3.28

(W) Chief Executive Oversight

3.11

(C) Culture

3.28

(W) Mission, Vision, & Strategic Direction

(P) Board Structure, Duties, & Expectations

3.15

(W) Funding & Public Image

3.11

(W) Mission, Vision, & Strategic Direction

3.04

(P) Board Composition

0.00

2.63

0.50

1.00

1.50

2.00

2.50

3.00

2.98

(W) Funding & Public Image

2.84

(W) Program Oversight

2.84

(C) Culture

2.83

(P) Board Composition

3.50

4.00

0.00

2.69

0.50

1.00

1.50

2.00

2.50

3.00

3.50

4.00

Having the right people on the board makes higher performance — in both the board’s internal and external functions — more likely. This section assesses the overall balance of who serves on the board (board composition), how people are organized (board structure), and how they deliberate together (board meetings).

4

3.09 0.00

Average

3.02 4.00

0.00

4.00

Average

4.00

4.00 3.54 3.15

3.00

3.00

2.63

2.00

2.00

1.00

1.00

0.00

3.15

3.13

Board Structure

Board Meetings

2.69

0.00 Board Composition

Board Structure

Board Meetings

Board Composition

How the board conducts its work — from group dynamics to its relationship with the chief executive — can help or hinder the board’s ability to carry out its work. This section explores the board's performance in creating conditions for the healthy functioning of the board as a collective leadership body.

3.28 0.00

Average

2.83 4.00

0.00

Average

4.00

Boards are charged with many important responsibilities both within and outside the boardroom. This section explores board performance in five areas of responsibilities that are categorized as board work: mission, vision, and strategic direction; program oversight; financial oversight; oversight of the chief executive; and funding and public image.

5

3.26 0.00

4.00 3.00

Average

4.00

3.61

3.36

3.04

3.03 0.00

4.00

3.28

3.11 3.00

2.00

2.00

1.00

1.00

0.00

0.00 Mission, Vision, & Strategic Direction

Program Oversight

Financial Oversight

Average

Chief Executive Partnership & Oversight

Funding & Public Image

4.00

3.31

2.98

2.84

Mission, Vision, & Strategic Direction

Program Oversight

3.11

Financial Oversight

2.84

Chief Executive Partnership and Oversight

Funding & Public Image

This section explores the board's perception of its impact on organizational performance. The questions reflected here assess the board's connection to the organization's strategy, reputation, and overall effectiveness.

3.31 0.00

Average

3.31 4.00

0.00

Average

4.00

Overall Effectiveness as a Leadership Body The following graphs reflect the board's thinking about its overall effectiveness. Because the percentages are based on the perceptions of your individual board members, this information can be used to spark a full board discussion on whether the members feel they are collectively meeting their responsibilities.

1% 5% 28%

16%

33%

67% 50%

Very Satisfied

Satisfied

Very Satisfied

Satisfied

Neutral

Dissatisfied

Very Dissatisfied

6

Leadership Resilience Hypothetically, if your chief executive were to suddenly leave his or her post, how confident are you that your board understands the organization well enough to make informed decisions about how the organization should be led (not just in terms of who the leader should be, but what the new leader will confront)?

This is a hypothetical question that seeks to understand leadership resilience; it is not intended to serve any other purpose. As such, the scores from this question are not factored into your board's overall IMPACT score.

11%

11%

8%

3% 2%

10%

38%

40% 78%

Very Confident

Confident

Neutral

Very Confident Confident Don't Know/No Opinion

Neutral

Low Confidence

No Confidence

Individual Board Member Experience Individuals serve on nonprofit boards for a variety of reasons. The percentages in this graph provide an overall sense of whether your individual board members feel that they have adequate opportunities to use their time, talent, and expertise to advance the mission of your organization.

10%

22%

1% 2%

52% 34% 78%

Very Satisfying

Satisfying

Very Satisfying

Satisfying

Neutral

Disappointing

Very Disappointing

Level of Commitment and Involvement The board self-assessment survey asks board members to identify their fellow board members' level of commitment and involvement, typically described as board engagement. Engaged board members make it a priority to attend and participate in all board meetings, take initiative, and jump into action when the chief executive needs expert guidance or opinion. Furthermore, engaged board members use their personal connections and affiliations to support the organization, volunteer for leadership positions on the board, and, by example, encourage others to do the same. The graphs below show the board's level of satisfaction with its commitment and involvement.

7

33%

37% 43%

67% 5% 1%

Very Satisfied

Satisfied

Satisfied

Neutral

14%

Very Disatisfied

Dissatisfied

Very Satisfied

General Open-Ended Responses

8

9

P | The PEOPLE Includes: Board Composition Board Structure Board Meetings Having the right people on the board makes higher performance — in both the board’s internal and external functions — more likely. The most successful boards are thoughtfully composed as it relates to skillsets, leadership styles, and diversity of thought and background. This section of the report explores who serves on your board, how it is organized as a collective body, and how it structures and conducts its board meetings.

4.00 3.54 3.15 3.00

2.63

2.00

3.09 0.00

Average

1.00

0.00 4.00

Board Composition

Board Meetings

Board Structure

10

Board Composition | Section Detail People are the lifeblood of any organization, and — for a nonprofit organization — that includes the board of directors, which is responsible for its own composition and leadership. A good board is composed of individuals who contribute critically needed skills, experience, perspective, wisdom, contacts, time, and other resources to the organization. A well-conceived board-building plan helps the board to identify, recruit members and cultivate officers.

New members are oriented to contribute and understand the board's responsibilities and the organization's core activities. Board member rotation ensures that the board is infused with new ideas yet remains a manageable size.

Strengthen Performance through Action Approach recruitment and board building as an ongoing and strategic cycle.

If necessary, enhance the profile of your organization to make it attractive to strong board candidates.

Create a solid orientation program for new members no matter the extent of their previous board experience.

If you have one, ensure your governance committee is fully engaged and involves every board member in the board-building process by recommending or cultivating potential new board members.

Recommended Resources - Board Composition Book: The Board Building Cycle Free Community Resource: Taking Action on Board Diversity: Five Questions to Get You Started Member Resource: Recruiting the Right Board Members

4.00 3.50 3.00

3.25 2.89

2.77

2.86 2.58

2.38

2.50

2.00

2.00

2.75

2.75

3.00 2.71

2.00

2.89

2.63 2.00

1.40

1.50 1.00 0.50 0.00 P.1 Examining the board's current and ideal composition, including ...

P.2 Cultivating a pipeline of diverse board candidates

P.3 Using quantitative data on constituent demographics to define what the ...

P.4 Aligning board recruitment processes and activities with ...

Your Board

P.5 Building a board that reflects the ideal composition for your organization's ...

P.6 Effectively orienting new board members.

P.7 Planning for board officer succession.

P.8 Utilizing the skills and talents of individual board members

All Respondents

11

12

13

Board Structure, Duties, and Expectations | Section Detail The board is responsible for making sure its own practices are appropriate and up-to-date. Every board needs structure — rules, guidelines, and boundaries — and should operate in accordance with the structure provided by the organization’s bylaws, policies, and procedures. It is also important for the board to periodically review and revise the bylaws, policies, and procedures as necessary. Finally, the board should be strategic about its use of committees and task forces, ensuring that each has a written charter and capable leadership.

Strengthen Performance through Action Periodically assess your board's workload, committee structure, lifecycle requirements, need for diversity, and legal mandates to ensure that your board is managed well.

View your bylaws and policies as evolving documents needing regular review; ensure timely amendments when necessary.

Consider using time-limited task forces in lieu of standing committees for those activities that are not ongoing.

Recommended Resources - Board Structure Free Community Resource: Are Your Board Committees Working Well?

Member Resource: The Care and Feeding of Your Board: A Checklist for a Top-Level Governance Committee Free Community Resource: Bylaws Dos and Don’ts

4.00 3.50

3.88

3.78

3.75 3.45

3.00

3.38

3.26 2.67

2.86

2.79

3.08

3.02

2.99 2.67

2.50

2.25

2.00 1.50 1.00 0.50 0.00 P.9 Carrying out the board's legal duties of care, loyalty, and obedience

P.10 Defining responsibilities and setting expectations for board member ...

P.11 Respecting the distinct roles of the chief executive, board, and staff

P.12 Periodically reviewing and updating the bylaws, board practices, and board ...

Your Board

P.13 Following and enforcing the board's conflict-of-interest policy

P.14 Reviewing the board's committee structure and use of task forces to ensure they ...

P.15 Establishing policies for reviewing and refreshing the board, including term limits.

All Respondents

14

Size Matters The primary guide for determining board size is the board's function, which may change over time depending on organizational lifecycle, board responsibilities, committee structure, legal mandates, need for diversity, and maintaining a manageable group. Variables such as these make it impossible to recommend a standard size for all boards; however, it is difficult to imagine that a board with fewer than five members is able to incorporate all the desired qualities and capacity of an effective board, or that an exceptionally large board is able to engage every member in a constructive manner. Regardless of size, all board members must be engaged, as all are equally accountable for the organization.

9

16

Committees Committees can be a practical way to structure and manage the board's work. Standing committee structure should be lean and strategic and complemented by the use of task forces. Only ongoing board activities warrant a standing committee. Otherwise, time-limited task forces are efficient and utilize board members’ time, interest, and expertise in a meaningful manner. Committees and task forces are more effective when their charter and scope of work are clearly defined by the board.

3

6 15

Board Meetings | Section Detail Meetings are when boards exercise their governance authority. Because board meeting time is a precious and limited resource, board members must make board meeting attendance a priority and structure their meetings in an efficient and effective manner. Without concerted efforts, it is easy to waste time and resources, dampen members’ enthusiasm and interest, and meet without demonstrable results. Board members who prepare for and attend meeting are able to participate in educated and independent decision-making.

Meetings need to be managed. A well-designed agenda helps the board chair guide the discussion and keep all members focused on the work at hand.

Board members lose interest if they are not challenged and able to utilize their special skills. Listening to repetitive reports is not a constructive use of limited meeting time. Make sure that the majority of your board’s meeting time is spent on future issues. By planning ahead and focusing on activities before, during, and after the meeting, you move closer to efficient meeting procedures and outcomes that meet the expectations.

Strengthen Performance through Action Shape your board meetings in such a way that they invite board engagement.

Approach meetings as a vital resource in service to the organization's sustainability and plan accordingly.

Make sure the agenda ties in with the strategic plan. Focus on your big issues.

Board members: Read the materials sent to you in advance of the meeting. Come to the meeting prepared. Be ready to participate.

Recommended Resources - Board Meetings Free Community Resource: Board Meeting Preparation:10 Tips for Chief Executives and Board Chairs Member Resource: Facilitating an Engaged Board

16

4.00 3.50

3.22

3.44 3.13

3.67 3.23

3.67 3.31

3.67

3.63 3.26

3.13

3.00

2.76

2.50 2.00 1.50 1.00 0.50 0.00 P.16 Structuring board meetings that enable the board to deliberate on the issues of greatest ...

P.17 Allowing adequate time for board members to ask questions and explore issues

P.18 Using effective meeting practices, such as setting clear agendas, having good facilitation, and managing ...

Your Board

P.19 Preparing for board meetings, e.g., reading materials in advance, following up on assignments

P.20 Establishing and enforcing policies related to board member attendance

P.21 Taking action when needed

All Respondents

17

18

C | The CULTURE How the board conducts its work — from group dynamics to its relationship with the chief executive — can help or hinder the board’s ability to carry out its work. Likewise, board culture and dynamics are also affected by who serves on the board and the nature of the work that the board undertakes.

3.28 0.00

Average

4.00

Culture | Section Detail How board members communicate with each other, work as a team, and make decisions all define the culture of the board. The combination of formal and informal rules, traditions, and agreements that develop over time inform how a board interacts, deliberates, and ultimately performs as a governing body.

Strengthen Performance Through Action Consider board culture as a key factor in board performance.

Envision, as a team, what an ideal board culture would look like.

Reflect on what investments have been made to date toward a healthy board culture.

Recommended Resources - Board Culture Free Community Resource: Governing as a Team Member Resource: 18 Questions About Board Culture Member Resource: Eight Ways to Increase Your Board's Ability to Work as a Team

19

4.00 3.50

3.89 3.37

3.56

3.33 2.94

3.00

4.00

3.78

2.67

2.71

2.50

2.83

2.89

2.81

3.02

3.33

3.17 2.50

2.56

2.64

2.58

2.22

2.00 1.50 1.00 0.50 0.00 C.1 Cultivating a climate of mutual trust and respect between board ...

C.2 Engaging all board members in the work of the board

C.3 Setting expectations for how the board works together ...

C.4 Mentoring new board members throughout ...

C.5 Providing opportunities for board and staff to get to know ...

Your Board

C.6 Demonstrating a commitment to being inclusive ...

C.7 Creating conditions that support candor, robust ...

C.8 Periodically dedicating time to revisit board values and ...

C.9 Working proactively to discuss and address any ...

C.10 Proactively addressing challenging board behavior

All Respondents

20

21

W | The WORK Includes: Mission, Vision, and Strategic Direction Program Oversight Financial Oversight Chief Executive Partnership and Oversight Funding and Public Image

Boards are charged with important responsibilities. Some of these responsibilities are more fundamental, such as understanding the organization's mission and providing financial oversight. Other responsibilities are more strategic and adaptive — such as providing strategic direction and partnership with the chief executive — and still others address external leadership and ambassadorship. This section explores how well the board understands its responsibilities in each of these areas.

4.00

3.61 3.36

3.00

3.28

3.04

3.11

2.00

3.26 0.00

Average

1.00

0.00 4.00

Mission, Vision, & Strategic Direction

Program Oversight

Financial Oversight

Chief Exec Partnership & ...

Funding & Public Image

22

Mission, Vision, and Strategic Direction | Section Detail One of the board's primary roles is to set strategic direction. Key elements to consider when setting direction are your organization's mission, vision, and values.

A mission statement defines your organization's fundamental purpose. A clear mission statement is inspirational yet realistic, emotional as well as informative, concise and complete. It is positive and focuses on achievable accomplishments.

The vision statement is about long-term goals and the direction in which the organization is heading. It defines the organization's dream. Because a vision statement is created through a group process in which all boards members share their ideals for the organization, it has a team-building effect.

Values are the principles that help mold the organization's character, tone, and working style. By articulating these principles, the board establishes guideposts that help chart direction for years ahead.

A good statement of mission and purposes serves to guide organizational planning and setting priorities among competing demands for scarce resources. To further carry out its role in setting direction, the board is actively involved in strategic planning and thinking. To do this effectively, the board must understand the organization's clients and stakeholders, as well as its internal and external operating environments. This enables the board to respond appropriately as opportunities and challenges arise. The board should focus its efforts primarily on long-term, strategic issues, rather than short-term operational and administrative matters.

Effective and strategic boards take responsibility for identifying the issues that must be addressed to serve the organization's mission, vision, and values in the years ahead. Board members should utilize their unique talents and experience to identify these issues and to inform the organization's understanding of them.

Strengthen Performance through Action Occasionally revisit the organization's mission and vision statements to ensure that the organization remains relevant.

Work together with the chief executive to provide guidance and input in developing the strategic planning process.

Elevate strategic thinking by incorporating it into every board meeting rather than relegating it to annual retreats or strategic planning processes.

Recommended Resources - Mission, Vision, and Strategic Direction Book: The Nonprofit Board’s Role in Mission, Planning, and Evaluation Free Community Resource: Tips for Developing a Mission Statement Free Community Resource: Mission Statement vs. Vision Statement Guide: Shaping the Future of Your Organization: A Strategic Planning Guide for Nonprofit Leaders Free Community Resource: Nonprofit Strategy By the Numbers: Evolution and Progress Free Community Resource: Charting a New Path Forward: Insights & Reflections from BoardSource’s Strategic Planning Efforts

4.00 3.50

3.56 3.11

3.15

3.18

3.15 2.82

3.00

2.88

2.88

3.00

3.17

3.00

3.01

2.95

3.14

3.22 2.94

2.83

2.50

2.50

2.88

2.72

2.00 1.50 1.00 0.50 0.00 W.1 Periodically reviewing and agreeing on how the ...

W.2 Articulating a vision that is distinct from the mission

W.3 Defining organizational values

W.4 Using the organization's mission and values to drive ...

W.5 Setting the organization's strategic direction in ...

Your Board

W.6 Understanding the needs of clients and ...

W.7 Assessing and responding to changes in the organization's ...

W.8 Identifying and articulating strategic imperatives ...

W.9 Tracking progress toward meeting the organization's ...

W.10 Exploring assumptions underlying proposed ...

All Respondents

23

24

Program Oversight | Section Detail The board is responsible for program oversight and should work in collaboration with staff to understand the scope of the organization's programs and services, establish appropriate goals for quality and results, and monitor performance data. To strengthen the board's program oversight, board members should be provided with opportunities to connect with and deepen their understanding of the organization's mission and work.

Strengthen Program Oversight through Action Embrace board education around programs and services as an ongoing activity.

Devote time to discussions of what kinds of program data are board — rather than management — related.

Determine how to provide the board with the information it needs to make data-driven and informed decisions while avoiding report overload at board meetings.

Recommended Resources - Program Oversight Book: The Nonprofit Dashboard: Using Metrics to Drive Mission Success Free Community Resource: Strengthen Your Board’s Leadership by Increasing Its Understanding of Programs Member Resource: Identifying and Managing Risk Member Resource: Nonprofit Programmatic Oversight Tool

25

3.89

4.00 3.11 3.00

3.33 2.97

3.33

3.34

3.13

3.02 2.72

2.62

2.00

1.00

0.00 W.11 Ensuring board members are well-versed in the organization’s programs and services and, where appropriate, have an opportunity ...

W.12 Ensuring the organization has adequate infrastructure, such as staff, facilities, volunteers, and technologies

W.13 Measuring the quality and impact of programs and initiatives

Your Board

W.14 Identifying standards against which to measure organizational performance, e.g., industry benchmarks, competitors, or peers

W.15 Delegating operational issues to the chief executive

All Respondents

26

27

W | The WORK (Continued)

Financial Oversight | Section Detail Boards are responsible for ensuring the organization has adequate resources, protecting its assets, and maintaining its legal and ethical integrity. This includes approving the annual budget and then monitoring performance against the budget throughout the year. The board also oversees the annual audit to verify that the organization is accurately reporting the sources and uses of its funds. To safeguard the organization's future, the board establishes appropriate investment and risk management policies, as needed.

Strengthen Financial Oversight through Action Assist all board members in understanding nonprofit financial statements through onboarding activities and ongoing education.

Cultivate a climate of partnership, transparency, and rigorous ethics among board finance committee members and finance staff.

Encourage a culture of inquiry on the full board, recognizing that finance committee recommendations are simply that and liability for decisions rests with the full board.

Recommended Resources - Financial Oversight Free Community Resource: Red Flags, Yellow Flags: Are Your Financial Statements Trying to Tell You Something?

Book: Financial Responsibilities of Nonprofit Boards Guide: Welcome to Your Financial Statements: A Primer for Nonprofit Board Members

3.89

4.00 3.50

3.44

3.36

3.78 3.35

3.78 3.44

3.45

3.88

3.63

3.50 3.23

3.17

3.00

3.36 3.02

2.67

2.50 2.00 1.50 1.00 0.50 0.00 W.16 Ensuring the annual budget reflects the organization's ...

W.17 Regularly reviewing financial reports

W.18 Monitoring the organization's financial health

W.19 Reviewing the results of the independent financial audit and ...

Your Board

W.20 Establishing and reviewing the organization's investment policies

W.21 Reviewing and ensuring the organization carries adequate insurance

W.22 Ensuring the organization has policies to manage risks, e.g., internal ...

W.23 Receiving and reviewing the Form 990 or 990 EZ, if applicable

All Respondents

28

29

Chief Executive Partnership and Oversight | Section Detail The primary board-staff relationship is between the board and the chief executive, and the quality of this relationship is of the utmost importance to the success of the organization. To be effective, the board and chief executive need a close working relationship based on mutual trust and an appreciation of their respective roles in leading the organization. As part of its responsibility for supervising the chief executive, the board ensures that a current job description outlines the duties of the role, then evaluates the chief executive annually and determines appropriate executive compensation.

Strengthen Performance through Action Provide the chief executive with a clear job description and mutually agreed-upon annual expectations.

Recognize that effective board-chief executive partnerships, like all relationships, should be flexible in nature. Practices, communication, and assumptions may occasionally need to be recalibrated.

Ensure full board participation in the chief executive evaluation (feedback, final approval) even if a committee leads the process.

Recommended Resources - Chief Executive Partnership and Oversight Member Resource: Setting Goals for Your CEO Book: Govern More, Manage Less Free Community Resource: Board Chair and Chief Executive Partnership

4.00 3.50

3.89

3.78 3.47

4.00 3.61

3.67 3.39

3.20

3.00

3.00

2.87

3.13 2.71

3.00

3.00

3.01

2.65

2.50

2.23 1.86

2.00 1.50 1.00 0.50 0.00 W.24 Cultivating a climate of mutual trust and respect between the ...

W.25 Giving the chief executive enough authority to lead the staff ...

W.26 Encouraging candid communications, including the ...

W.27 Discussing and constructively challenging mad

W.28 Focusing regularly on strategic and policy issues versus ...

Your Board

W.29 Formally assessing the chief executive's performance ...

W.30 Soliciting feedback about the chief executive’s performance ...

W.31 Approving the chief executive's compensation as ...

W.32 Planning for the absence or departure of the chief executive

All Respondents

30

31

Funding and Public Image | Section Detail Every nonprofit requires adequate financial resources and a positive public image to accomplish its mission. To ensure the organization’s financial sustainability, the board should make sure the organization has an appropriate mix of income and support the organization’s fundraising strategy by participating in fundraising. Members can do this in a number of ways, including making personal contributions, connecting staff to potential donors, and soliciting friends and colleagues. The board is also responsible for building, protecting, and promoting the organization's public standing. To meet this responsibility, board members serve as ambassadors to the community and as an essential element of an organization's outreach efforts.

Strengthen Performance through Action Consider the partnership climate between the board, executive, and staff as it relates to fundraising, specifically shared understanding of resource development strategies and fund development plans.

Embrace opportunities for board members to participate in fundraising activities that are customized/individualized, aligned with organizational strategy, and clearly communicated.

Evaluate the policy environment within which your organization operates.

Recommended Resources - Funding and Public Image Book: Fundraising Responsibilities of Nonprofit Boards Free community resource: Measuring Fundraising Effectiveness Free community resource: Stand for Your Mission

32

4.00 3.50

3.29

3.40

3.63

3.56 3.07

3.00

3.04

3.00

2.94

3.00

3.00 2.67

2.83

3.00

2.82

2.83

3.00 2.61

2.50

3.00 2.42

2.24

2.00 1.50 1.00 0.50 0.00 W.33 Projecting a positive public image of the organization

W.34 Connecting the organization with community leaders and ...

W.35 Understanding the organization's revenue mix

W.36 Monitoring the impact of local, state, and federal policy ...

W.37 Supporting and engaging in advocacy efforts that can help ...

Your Board

W.38 Setting an appropriate fundraising strategy in ...

W.39 Setting expectations for individual board members to ...

W.40 Identifying opportunities and setting expectations ...

W.41 Introducing the organization to potential donors

W.42 Holding board members accountable for fulfilling their ...

All Respondents

33

34

35

I | The IMPACT This section explores the board's perception of its impact on organizational performance. The questions reflected here assess the board's connection to the organization's strategy, reputation, and overall effectiveness and the extent to whether this is a positive or negative impact.

3.31 0.00

Average

4.00

Impact | Section Detail If the board has a negative or neutral impact on organizational performance, there's an opportunity to make improvements and better utilize the board's time and leadership as a vital resource. Leading with Intent data suggest two characteristics that both chief executives and board chairs report as having the strongest connection to board impact: understanding the board's role and responsibilities and the board's ability to work as a collaborative team.

Strengthen Board Impact through Action Discuss the board's results for this section, including what information or practices would better help the board in making a positive impact.

Evaluate the impact results in light of your board's results in other sections of this report, looking for any potential relationships in high or low scoring areas.

Recommended Resources - Board Impact Book: The Source: 12 Principles of Governance That Power Exceptional Boards Free Community Resource: What Makes a Good Board Member?

Member Resource: Eight Ways to Increase Your Board's Ability to Work as a Team

36

4.00 3.50

3.34

3.43

3.50

3.36 2.89

3.00

3.15

3.38

2.00

1.00

0.00 I.1 Defining strategy and programmatic priorities for the organization

I.2 Your organization’s reputation within networks of importance to your mission.

Your Board

I.3 The financial resourcing of your organization’s work, both in terms of the strength of the business model and the securing of revenues.

I.4 Your organization’s overall performance.

All Respondents

37

38

Checklist of Practices Certain policies and practices characterize an effective nonprofit board. Some of these practices are required by law; many others have become widely accepted as good practice. The board self-assessment survey asked yes/no questions about these practices, which were answered only by the chief executive.

The gauges below show the percent of practices your board currently has in place.

These practices are divided into four areas: 1.

Organizational Practices cover documents and procedures related to mission, strategy, and accountability.

2.

Oversight Practices include policies and procedures related to financial oversight and compliance.

3.

Board Practices address issues related to board orientation, term limits, retreats, and committees.

4.

Chief Executive Supervision Practices cover the support and supervision of the highest paid staff person.

67% 0%

Yes

100%

39

100% 0%

Yes

100%

40

50% 0%

Yes

100%

41

60% 0%

Yes

100%

42

9

16

4

6

5.0

3.8

90

78

0

71

3

6

43

Benchmarking By comparing your performance as a governing body against that of your peers, you will be able to identify how your performance differs, for better or for worse. Please use this data as one point of reference within the context and history of your organization to help you focus on your strengths and consider potential areas for growth.

This dashboard report benchmarks your data against other nonprofit organizations that have answered the same questions in BoardSource’s Board SelfAssessment (BSA) surveys since 2013. It automatically updates in real time and as such is always changing. Some questions in your survey are common across BSA versions for different audiences, and some are unique only to the version of the BSA you used. Therefore the audience size and makeup you are benchmarked against in this report may vary question by question. BoardSource endeavors to benchmark each question by the largest possible audience for maximum data integrity.

501(c)3 Private Foundation

7%

501(c)3 Public Charity

84%

Less than $250,000

4%

$250,000 to $499,999

3%

$500,000 to $999,999

10%

501(c)4 0% $1 million to $4,999,999 501(c)6

31%

3% $5 million to $9,999,999

Don't know 0% Other

12%

$10 million to $24,999,999 6%

16%

$25 million+

24%

3%

Advocacy

5%

Arts and culture 4%

Community/economic development

18%

Education Environment

3%

Health care

14%

Housing and shelter

6%

Human/social services

23%

International development/foreign affairs

1%

Management support

1%

Other

11%

Other, (if other, please specify)

3%

Philanthropy/grantmaking

2%

Professional society/trade association

2%

Religious or faith-based

2%

Science and technology Sports and recreation

1% 0%

44

Taking Actions Exceptional boards are a strategic asset to be leveraged by the organization. They add significant value and make a discernible difference in the organization's advancement of mission. Use this report as a tool to guide your board on the path to exceptional performance.

Take action. The board self-assessment establishes a platform for setting board priorities. The final step is identifying areas for growth. To help your board do this, consider the following questions: What stands out? Is there anything in the report that is especially surprising, or that you’d like to understand better through conversations as a full board?

Does the board seem to be well aligned in terms of its assessment of its performance, or are there indications that different board members are experiencing the board’s leadership performance differently? If the latter, why might that be?

To what extent is your board meeting its own expectations? In what ways is the board happy with its leadership performance, and where is it signaling a desire to improve? Do any natural priorities emerge from the ratings?

Based on what you see in the self-assessment, what are the top one to three areas where you think the board should focus its board development efforts?

Develop a board action plan. Once the board has agreed on its priorities, use a board action plan to help the board develop a clear approach to achieving its goals and staying accountable.

What steps can we take to ensure that information from the evaluation is used to improve the performance of the board?

Who or what committee is responsible for initiating and leading board development and assessment? Does it have the necessary resources and authority to fulfill its responsibilities?

Every board should have clearly established guidelines that outline the duties and responsibilities of individual board members. Are our board members held accountable to these standards? Do we have a process for removing nonperforming board members?

Check your progress. Only the board can hold itself accountable for its own performance. Periodically revisit the results from the self-assessment and action plan, celebrate the successes, and recommit to those areas that need further attention.

Repeat. BoardSource recommends conducting a thorough board self-assessment every two to three years and using the intervening time to work on the action plan you develop.

45

Additional Services Congratulations for completing your recent board self-assessment (BSA). You have joined the ranks of approximately 500 nonprofit boards that used the BoardSource BSA in the past year. Governance improvements require priority-setting and coordinated effort over time. Advice from an objective and experienced governance consultant can help you make the most of the board self-assessment process by bringing a fresh perspective and the latest governance thinking into your boardroom. BoardSource offers the following resources for those who seek additional guidance. For more information, visit our website: www.boardsource.org.

DECK What’s a DECK? It’s a deck of 15-20 PowerPoint slides featuring highlights from your board self-assessment (BSA) results and comparison scores benchmarking your assessment scores against other nonprofit boards that have used our BSA tool. The slide deck is a great tool to use when presenting your assessment results to the full board and setting priorities. Utilize it to start a meaningful and thoughtful conversation about how to strengthen performance.

CONNECT BoardSource’s new CONNECT service links you with the experience and expertise of a BoardSource consultant, who will analyze your BSA results, identify actions your board might take to strengthen its practices and performance, discuss his or her recommended next steps with several of your board leaders in a 45-minute conference call, and develop a PowerPoint presentation you can use to present your assessment information to your full board. CONNECT is a powerful tool for boards that are laying the groundwork for strategic planning, considering a change in structure and/or size, developing a stronger fundraising culture, embarking on a leadership transition, or are committed to increasing their effectiveness through board development.

Board Retreat A well-planned and well-facilitated four- to six-hour board retreat led by one of BoardSource’s experienced and expert governance consultants can assist you in understanding your BSA results, setting priorities for board development, forging camaraderie, and getting a start on tackling the challenging issues surfaced in a board self-assessment. A retreat includes a DECK.

Governance Check-Up & Review After identifying your strengths and growth areas through a BSA, you may want to arrange for BoardSource’s highest level of service. A BoardSource consultant will conduct a full governance review, appraising your board documents and interviewing board and executive staff members to drill down on your strengths and weaknesses. He or she will then work with your board on steps to take that will enhance the overall performance of your board and/or address issues surfaced in the review. The consultant will facilitate discussions focused on challenging assumptions, reaching consensus on priorities, and starting a plan for board development.

Leadership Institute Courses The Certificate of Nonprofit Board Education This certificate is for new and potential board members as well as staff and consultants who are new to working with a board. This program is offered through a series of webinars, an on-demand learning platform, or through a live training.

The Leadership Certificate for Nonprofit Board Chairs This certificate is for board chairs seeking practical approaches to some of the most challenging aspects of the job. This program is offered through a series of webinars or through a live training.

The Leadership Certificate for Nonprofit Chief Executives This certificate is for chief executives committed to building a constructive partnership with their board. This program is offered through a series of webinars or through a live training.

More detailed information on the certificate series can be found on our website.

46

About BoardSource BoardSource envisions a world where every social sector organization has the leadership it needs to fulfill its mission and advance the public good. Our mission is to inspire and support excellence in nonprofit governance and board and staff leadership.

Established in 1988, BoardSource’s work is grounded in the fundamental belief that boards are critical to organizational success. With decades of hands-on experience working with and supporting nonprofit boards, BoardSource is the recognized leader in nonprofit governance and leadership, and a go-to resource for nonprofit board and executive leaders. BoardSource supports a broad and diverse cross-section of social sector organizations with leadership initiatives addressing key opportunities and issues within the nonprofit sector research and benchmarking of board composition, practices, and performance membership and board support programs customized diagnostics and performance assessment tools a comprehensive library of topic papers, publications, and downloadable infographics, tools, templates and more live and virtual education and training governance consultants who work directly with nonprofit leaders to design specialized solutions to meet an organization’s needs a biennial conference that brings together approximately 800 board leaders for two days of learning and sharing

A note to our global readers The need for effective board leadership and governance knows no geographic boundaries, and BoardSource is committed to strong social sector board leadership and governance around the globe. While BoardSource uses United States laws and policies as the legal framework for our resources and recommendations, most of our resources do not focus on legal matters but rather on good governance practices, making them relevant to organizations working outside of the United States. We do suggest, however, that you refer to applicable laws in your country regarding financial reporting and other legal and transparency issues.

BoardSource is a 501(c)(3) organization.

For more information, please visit our website at www.boardsource.org, e-mail us at mail@boardsource.org, or call us at 800-883-6262.

47

D&O INSURANCE PAPERWORK

Confidential - Do Not Distribute

Chubb Group of Insurance Companies 202B Hall's Mill Road Whitehouse Station, NJ 08889

DECLARATIONS

ForeFront PortfolioSM For Not-for-Profit Organizations General Terms and Conditions Section

FEDERAL INSURANCE COMPANY A stock insurance company, incorporated under the laws of Indiana, herein called the Company Capital Center, 251 North Illinois, Suite 1100 Indianapolis, IN 46204-1927 Policy Number: 8250-4047

THE DIRECTORS AND OFFICERS LIABILITY AND ENTITY LIABILITY, FIDUCIARY LIABILITY AND EMPLOYMENT PRACTICES LIABILITY COVERAGE SECTIONS (WHICHEVER ARE PURCHASED) PROVIDE CLAIMS MADE COVERAGE, WHICH APPLIES ONLY TO “CLAIMS” FIRST MADE DURING THE “POLICY PERIOD”, OR DURING AN APPLICABLE EXTENDED REPORTING PERIOD. THE LIMIT OF LIABILITY TO PAY DAMAGES OR SETTLEMENTS WILL BE REDUCED AND MAY BE EXHAUSTED UNLESS OTHERWISE PROVIDED HEREIN, BY “DEFENSE COSTS,” AND “DEFENSE COSTS” WILL BE APPLIED AGAINST THE RETENTION. IN NO EVENT WILL THE COMPANY BE LIABLE FOR “DEFENSE COSTS” OR THE AMOUNT OF ANY JUDGMENT OR SETTLEMENT IN EXCESS OF THE APPLICABLE LIMIT OF LIABILITY. READ THE ENTIRE POLICY CAREFULLY. Item 1.

Organization:

TNTP, INC.

Principal Address:

500 7TH AVENUE, 8TH FLOOR New York, NY 10018

Item 2.

Policy Period:

Item 3.

A Combined Maximum Aggregate Limit of Liability is applicable: X Yes C No

Item 4.

(A) (B)

From: 12:01 A.M. on January 1, 2022 To: 12:01 A.M. on January 1, 2023 Local time at the address shown in Item 1.

The Combined Maximum Aggregate Limit of Liability for all Claims under all Liability Coverage Sections each Policy Year shall be: $5,000,000

Coverage is available for the following only: X Yes

No

Directors & Officers Liability and Entity Liability Coverage Section

X Yes

No

Employment Practices Liability Coverage Section

X Yes

No

Fiduciary Liability Coverage Section

X Yes

No

Crime Non-Liability Coverage Section

Yes X No

14-02-10190 (Ed. 11/2004)

Kidnap/Ransom and Extortion Non-Liability Coverage Section

Page 1 of 12

ForeFront PortfolioSM For Not-for-Profit Organizations General Terms and Conditions Section

Item 5.

Extended Reporting Period: (A) Additional Period: 1 year

Item 6.

(B) Additional Premium: 175% of Annual Premium

Termination of prior policies: 8250-4047 (January 1, 2021 - January 1, 2022)

In witness whereof, the Company issuing this Policy has caused this Policy to be signed by its authorized officers, but it shall not be valid unless also signed by a duly authorized representative of the Company.

FEDERAL INSURANCE COMPANY

Secretary

President

02/08/2022 Date

14-02-10190 (Ed. 11/2004)

Authorized Representative

Page 2 of 12