CONFLICT OF INTEREST POLICY AND AGREEMENT

ARTICLE I
PURPOSES

It is important for Llacuna, Inc. directors, officers, and staff to be aware that both real and apparent conflicts of interest or dualities of interest sometimes occur in the course of conducting the affairs of the corporation and that the appearance of conflict can be troublesome even if there is in fact no conflict whatsoever.  Conflicts occur because the many persons associated with the corporation should be expected to have, and do in fact generally have multiple interests and affiliations and various positions of responsibility within the community.  In these situations a person will sometimes owe identical duties of loyalty to two or more corporations.  The purpose of the conflict of interest policy is to protect the corporation’s tax-exempt interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or might result in a possible excess benefit transaction.  The policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Conflicts are undesirable because they potentially or eventually place the interests of others ahead of the corporation’s obligations to its charitable purposes and to the public interest.  Conflicts are also undesirable because they often reflect adversely upon the person involved and upon the institutions with which they are affiliated, regardless of the actual facts or motivations of the parties. However, the long-range best interests of the corporation do not require the termination of all association with persons who may have real or apparent conflicts that are harmless to all individuals or entities involved.

Each member of the board of directors and the staff of the corporation has a duty of loyalty to the corporation.  The duty of loyalty generally requires a director or staff member to prefer the interests of the corporation over the director’s/staff’s interest or the interests of others.  In addition, directors and staff of the corporation shall avoid acts of self-dealing which may adversely affect the tax-exempt status of the corporation or cause there to arise any sanction or penalty by a governmental authority.

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

ARTICLE II
DEFINITIONS

2.1   Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

2.2   Financial Interest
A person has a financial interest if the person has, directly or indirectly, thorough business, investment, or family:
(a)  An ownership or investment interest in any entity with which the corporation has a transaction or arrangement,
(b)  A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement, or
(c)  A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.  A financial interest is not necessarily a conflict of interest.  Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

ARTICLE III
PROCEDURES

3.1   Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement

3.2  Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon.  The remaining board or committee members shall decide if a conflict of interest exists.

3.3   Procedures for Addressing the Conflict of Interest
(a)   An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
(b)  The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
(c)   After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
(d)  If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

3.4  Violations of the Conflicts of Interest Policy
(a)  If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
(b)  If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

ARTICLE IV
RECORDS OF PROCEEDINGS

4.1   Minutes
The minutes of the governing board and all committees with board delegated powers shall contain:
(a)  The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
(b)  The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

ARTICLE V
COMPENSATION

5.1   A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation.
5.2   A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation.
5.3.  No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

ARTICLE VI
ANNUAL STATEMENTS

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
(a)   Has received a copy of the conflicts of interest policy,
(b)   Has read and understands the policy,
(c)   Has agreed to comply with the policy, and
(e)   Understands that the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

ARTICLE VII
PERIODIC REVIEWS

To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted.  The periodic reviews shall, at a minimum, include the following subjects:
(a)  Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.
(b)  Whether partnerships, joint ventures, and arrangements with management corporations conform to the corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurnment, impermissible private benefit or in an excess benefit transaction.

ARTICLE VIII
USE OF OUTSIDE EXPERTS

When conducting the periodic reviews as provided for in Article VII, the corporation may, but need not, use outside advisers.  If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.


ARTICLES OF INCORPORATION
ARTICLE I
NAME

1.01 Name
The name of this corporation shall be Llacuna, Inc. The business of the corporation may be conducted as Llacuna or Llacuna, Inc..

ARTICLE II
DURATION

2.01 Duration
The period of duration of the corporation is perpetual.

ARTICLE III
PURPOSE

3.01 Purpose
Llacuna, Inc. is a non-profit corporation and shall operate exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code.  To maximize our impact on current efforts, we may seek to collaborate with other non-profit organizations which fall under the 501(c) (3) section of the internal revenue code and are operated exclusively for educational and charitable purposes.  At times, per the discretion of the board of directors, we may provide internships or volunteer opportunities which will provide opportunities for involvement in said activities and programs in order to have a greater impact for change.

3.02 Public Benefit
Llacuna, Inc. is designated as a public benefit corporation.

ARTICLE IV
NON-PROFIT NATURE

4.01 Non-profit Nature
Llacuna, Inc. is organized exclusively for charitable and educational purposes including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code. No part of the net earnings of Llacuna, Inc. shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.

Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Llacuna, Inc. is not organized and shall not be operated for the private gain of any person. The property of the corporation is irrevocably dedicated to its educational and charitable purposes. No part of the assets, receipts, or net earnings of the corporation shall inure to the benefit of, or be distributed to any individual. The corporation may, however, pay reasonable compensation for services rendered, and make other payments and distributions consistent with these Articles.

4.02 Personal Liability
No officer or director of this corporation shall be personally liable for the debts or obligations of Llacuna, Inc. of any nature whatsoever, nor shall any of the property or assets of the officers or directors be subject to the payment of the debts or obligations of this corporation.

4.03 Dissolution
Upon termination or dissolution of the Llacuna, Inc., any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.

The organization to receive the assets of the Llacuna, Inc. hereunder shall be selected by the discretion of a majority of the managing body of the Llacuna, Inc.and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the Llacuna, Inc. by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Arizona.

In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Arizona to be added to the general fund.

4.03 Prohibited Distributions
No part of the net earnings, or properties of this corporation, on dissolution or otherwise, shall inure to the benefit of, or be distributable to, its members, directors, officers or other private person or individual, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III, Section 3.01.

4.04 Restricted Activities
No substantial part of the corporation’s activities shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office.

4.05 Prohibited Activities
Notwithstanding any other provision of these Articles, the corporation shall not carry on any activities not permitted to be carried on (I) by a corporation exempt from federal income tax as an organization described by Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (II) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

4.06 Environmental Impact
The board of directors shall meet twice annually to measure the environmental impact of the organization.  At which time, new standards and regulations may be proposed and voted upon.  Non-voting experts may sit in on this Limited Public Forum and comment before the board of directors votes on adoption of new practices and policies.

ARTICLE V
BOARD OF DIRECTORS

5.01 Governance
Llacuna, Inc. shall be governed by its board of directors.

5.02 Initial Directors
The initial directors of the corporation shall be Taylor Kathryn Miller, Chase Lang Cohen, and Marcella Ann Ellis.

ARTICLE VI
MEMBERSHIP

6.01 Membership
Llacuna, Inc. shall have no members.  The management of the affairs of the corporation shall be vested in a board of directors, as defined in the corporation’s bylaws.

ARTICLE VII
AMENDMENTS

7.01   Amendments
Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board of directors.

ARTICLE VIII
ADDRESSES OF THE CORPORATION

8.01 Corporate Address
The physical address of the corporation is:
 711 N. 11th Ave., Tucson, AZ 85705
The mailing address of the corporation is:
 711 N. 11th Ave., Tucson, AZ 85705

ARTICLE IX
Appointment of registered agent

9.01 Registered Agent
The registered agent of the corporation shall be:
 Chase Lang Cohen – 711 N. 11th Ave., Tucson, AZ 85705

ARTICLE X
INCORPORATOR

The incorporators of the corporation are as follow:
Chase Lang Cohen – 711 N. 11th Ave., Tucson, AZ 85705


Policies and Procedures

Policies and Procedures are voted on by the Board of Directors.

ARTICLE I
Policies

1.1  Supplier Preference
Women or minority owned businesses are considered prefered suppliers when being offered an equal value product to other suppliers.  Women or minority owned businesses are businesses that are majority-owned and controlled by women or ethnic minorities.

1.2 Environmental Practices
Llacuna Inc. is required to weigh any environmental impact when:
a.)  Choosing suppliers for goods and services
b.)  Developing new programming or events
c.)  Advocating for policy changes
d.)  It is deemed by the community irresponsible to neglect

Furthermore, Llacuna Inc. must screen and evaluate Significant Suppliers for their social and environmental impact on the earth.  Significant suppliers must allow Llacuna representatives on-site tours as a per-requisite to becoming a Significant Supplier.  Suppliers may be dropped if their impact on earth is determined to be unhealthy by the board of directors.

1.3 Banking Practices
When possible, Llacuna Inc. shall work with responsible banking institutions that invest in sustainable development as part of their mission.

 

ARTICLE II
Employee Benefits

2.1  Maternity & Paternity  Leave
Llacuna Inc. provides 24 months paid maternity and paternity leave for full time exempt employees.

2.2  Vacation and Sick Leave
Llacuna Inc. provides all full time exempt employees with an unlimited number of paid days off per year.

2.3  Volunteer Time Off
Employees are guaranteed an unlimited amount of paid time volunteering for approved service projects.

2.4  Bonuses and Compensation
Compensation will be reviewed bi-annually.  Merit based bonuses may be awarded by the board of directors but my not exceed any amount restricted by law.

 

ARTICLE III
Declaration of Interdependence

3.1  We envision a global economy that uses business as a force for good.  As a leader in this new economy, we believe:

That we must be the change we wish to see in the world.

That all business ought be conducted as if people and place matter.

That, through their products, practices and profits, businesses should aspire to do no harm and benefit all.

To do so requires that we act with the understanding that we are each interdependent upon one another and thus responsible for each other and future generations.