Contract analysis

Section 1.1 — Purpose The purpose of this Conflict of Interest Policy (the "Policy") is to protect the tax-exempt status of The Caldwell Family Foundation (the "Foundation") and to ensure strict compliance with the self-dealing prohibitions set forth in Section 4941 of the Internal Revenue Code of 1986, as amended (the "Code" or "IRC"), and all related provisions of the Code governing private foundations, including w

Section 1.2 — Scope This Policy applies to all Directors, Officers, Key Employees, and any other persons who are in a position to exercise substantial influence over the affairs of the Foundation, regardless of whether such persons receive compensation from the Foundation. This Policy covers all financial transactions, arrangements, and relationships — whether existing, proposed, or contemplated — that could give ris

Section 1.3 — Governing Law This Policy shall be governed by and construed in accordance with the applicable provisions of federal tax law, including IRC §§ 4941 through 4946 and the Treasury Regulations promulgated thereunder, the New York Not-for-Profit Corporation Law (as amended from time to time), and the Foundation's Certificate of Incorporation (filed March 20, 2023, with the New York Department of State) and

ARTICLE II — DEFINITIONS As used in this Policy, the following terms shall have the meanings set forth below. Capitalized terms not defined in this Article shall have the meanings ascribed to them elsewhere in this Policy or, if not so defined, shall be interpreted consistently with the definitions provided in IRC §§ 4940 through 4946 and the Treasury Regulations promulgated thereunder.

Section 2.1 — Disqualified Person A "Disqualified Person" means any person described in IRC § 4946(a) with respect to the Foundation, including without limitation: (i) Substantial Contributors. Any person who has contributed or bequeathed an aggregate amount of more than Five Thousand Dollars ($5,000) to the Foundation in any taxable year, if such amount is more than two percent (2%) of the total contributions and be

Section 2.2 — Conflict of Interest A "Conflict of Interest" means any situation in which a Director, Officer, Key Employee, or Disqualified Person has a direct or indirect financial interest, personal interest, or fiduciary obligation to another entity, organization, or individual that could compromise, or reasonably appear to compromise, the individual's ability to act solely in the best interest of the Foundation.

Section 2.3 — Financial Interest A person has a "Financial Interest" if the person has, directly or indirectly, through business, investment, or family: (a) An ownership or investment interest in any entity with which the Foundation has a transaction or arrangement, whether existing or proposed; (b) A compensation arrangement with the Foundation or with any entity or individual with which the Foundation has a transac

Section 2.4 — Foundation Manager A "Foundation Manager" means any Director or Officer of the Foundation, as defined under IRC § 4946(b) and the Foundation's Bylaws. For purposes of the excise tax provisions of IRC § 4941, a Foundation Manager includes any officer, director, or trustee of the Foundation, or any individual having powers or responsibilities similar to those of officers, directors, or trustees of the Fou

Section 2.5 — Self-Dealing Transaction A "Self-Dealing Transaction" means any direct or indirect transaction between the Foundation and a Disqualified Person that constitutes an act of self-dealing within the meaning of IRC § 4941(d), including without limitation: (i) The sale, exchange, or leasing of property between the Foundation and a Disqualified Person; (ii) The lending of money or other extension of credit bet

Section 2.6 — Compensation "Compensation" means all forms of direct and indirect remuneration, including without limitation salary, fees, bonuses, incentive payments, benefits (including health, retirement, and insurance benefits), and reimbursement of expenses. No compensation is currently paid to any family-member Director of the Foundation (i.e., Jonathan R. Caldwell, Eleanor V. Caldwell, Thomas R. Caldwell, Kathe

Section 2.7 — Key Employee A "Key Employee" means any employee of the Foundation (other than a Director or Officer) who exercises substantial influence over the affairs of the Foundation, whether or not such employee is a Disqualified Person. The determination of whether an employee exercises "substantial influence" shall be made in accordance with the factors set forth in Treasury Regulation § 53.4946-1(a)(6) and sh

ARTICLE III — SELF-DEALING PROHIBITIONS UNDER IRC § 4941

Section 3.1 — General Prohibition The Foundation absolutely prohibits all Self-Dealing Transactions between the Foundation and any Disqualified Person, as defined in this Policy and under IRC § 4941. This prohibition is unconditional and applies regardless of the following circumstances: (a) Whether the transaction is entered into at fair market value or on terms that are favorable to the Foundation; (b) Whether the

Section 3.2 — Prohibited Transactions (Enumeration) The following categories of transactions are prohibited under IRC § 4941(d) and this Policy: A. Sale, Exchange, or Leasing of Property. No Disqualified Person shall sell to, purchase from, exchange with, or lease property to or from the Foundation. This prohibition applies to all types of property, whether real, personal, tangible, or intangible, and applies regardl

Section 3.3 — Indirect Self-Dealing The self-dealing prohibitions of IRC § 4941 and this Policy extend to indirect transactions. An indirect Self-Dealing Transaction includes any transaction accomplished through the use of an intermediary, agent, controlled entity, conduit, or other arrangement that has the purpose or effect of circumventing the prohibitions on direct Self-Dealing Transactions. The Foundation has ide

Section 3.4 — Excise Tax Consequences The excise tax consequences of self-dealing under IRC § 4941 are severe, and all Directors and Officers of the Foundation shall be made aware of the following penalties: A. Initial Tax on Disqualified Person. IRC § 4941(a)(1) imposes an excise tax on each Disqualified Person who participates in an act of self-dealing equal to ten percent (10%) of the amount involved with respect

Section 3.5 — Permitted Exceptions IRC § 4941(d)(2) sets forth certain narrow exceptions to the self-dealing prohibitions. While the Foundation's general policy is to avoid all transactions with Disqualified Persons, the following exceptions are recognized under applicable law: (a) Reasonable Compensation for Personal Services. Under IRC § 4941(d)(2)(E), the payment of compensation (and the payment or reimbursement o

ARTICLE IV — DISCLOSURE REQUIREMENTS

Section 4.1 — Duty to Disclose Each Director, Officer, and Key Employee of the Foundation has a continuing and affirmative obligation to disclose, fully and in good faith, any actual or potential Conflict of Interest of which he or she is aware. This duty of disclosure encompasses, without limitation, any Financial Interest, family relationship, business arrangement, fiduciary obligation, employment relationship, con

Section 4.2 — Annual Disclosure Statement Each Director, Officer, and Key Employee shall complete and submit an Annual Disclosure Statement in the form appended to this Policy as Exhibit A. The Annual Disclosure Statement shall be submitted at the beginning of each fiscal year of the Foundation and, in addition, upon any material change in circumstances during the fiscal year that gives rise to a new actual or potent

Section 4.3 — Update Obligation Each Director, Officer, and Key Employee has a continuing obligation to provide supplemental disclosure to the Board of Directors whenever a new actual or potential Conflict of Interest arises during the fiscal year, regardless of whether such conflict was addressed in the individual's most recent Annual Disclosure Statement. Supplemental disclosures shall be made in writing and shall

Section 4.4 — Confidentiality of Disclosures All Annual Disclosure Statements, supplemental disclosures, and related communications submitted pursuant to this Article IV shall be maintained confidentially by the Foundation Secretary (currently Thomas R. Caldwell). Such documents shall be stored in a secure location, whether physical or electronic, and shall be made available only to the Board of Directors, the Founda

ARTICLE V — RECUSAL PROCEDURES

Section 5.1 — Identification of Conflicted Persons At the commencement of each meeting of the Board of Directors (including any meeting of a committee of the Board), the presiding officer shall inquire whether any Director or Officer present has a Conflict of Interest, or a potential Conflict of Interest, with respect to any matter on the agenda for such meeting. Each Director and Officer has an affirmative obligatio

Section 5.2 — Recusal from Deliberation and Voting Upon disclosure of a Conflict of Interest (whether by the interested person, by the presiding officer, or by another Director or Officer), the interested Director or Officer must recuse himself or herself from any and all discussion, deliberation, and voting on the transaction or arrangement giving rise to the conflict. The interested person shall physically leave th

Section 5.3 — Determination by Disinterested Directors After disclosure and recusal by the interested person, the remaining disinterested Directors shall determine: (a) Whether a Conflict of Interest exists with respect to the proposed transaction or arrangement; (b) If a Conflict of Interest exists, whether the proposed transaction or arrangement is in the Foundation's best interest, is for the Foundation's own bene

Section 5.4 — Special Considerations for Self-Dealing Transactions If the proposed transaction or arrangement could constitute a Self-Dealing Transaction under IRC § 4941, the Board shall not approve it unless the Foundation's legal counsel (currently Calderwood & Harkness LLP, or successor counsel) confirms in writing that the transaction falls within a recognized exception to the self-dealing prohibitions set forth

Section 5.5 — Documentation of Recusal The minutes of each meeting of the Board of Directors (and of any committee of the Board) shall reflect, with specificity: (a) The name(s) of the person(s) who disclosed a Conflict of Interest; (b) The nature and extent of the Conflict of Interest; (c) The fact that the interested person recused himself or herself from deliberation and voting, and the time at which the intereste

ARTICLE VI — ANNUAL CERTIFICATION

Section 6.1 — Annual Certification Requirement Each Director, Officer, and Key Employee of the Foundation shall sign an Annual Certification in the form appended to this Policy as Exhibit B, affirming that he or she: (a) Has received a copy of this Conflict of Interest Policy; (b) Has read and understands this Conflict of Interest Policy in its entirety; (c) Has complied with this Policy during the preceding fiscal y

Section 6.2 — Timing Annual Certifications shall be collected within thirty (30) days of the beginning of each fiscal year of the Foundation. In addition, each newly appointed Director, Officer, or Key Employee shall complete and submit an Annual Certification within fifteen (15) days of his or her appointment, together with a completed Annual Disclosure Statement (Exhibit A).

Section 6.3 — Retention Completed Annual Certifications shall be retained by the Foundation Secretary (Thomas R. Caldwell) for a minimum period of seven (7) years from the date of execution. The certifications shall be stored securely and shall be made available for review by the Foundation's independent auditors, tax advisors (currently Strathmore Corporation & Greaves LLP, Martin J. Prescott, CPA, 600 Third Avenue,

ARTICLE VII — ADDITIONAL COMPLIANCE PROVISIONS

Section 7.1 — Prohibition on Use of Foundation Assets for Personal Benefit No Foundation assets, income, facilities, resources, or opportunities shall be used, directly or indirectly, for the personal benefit, comfort, convenience, or private advantage of any Disqualified Person, Director, Officer, or Key Employee, except as specifically permitted under IRC § 4941(d)(2) and approved in accordance with this Policy. Th

Section 7.2 — No Compensation to Family-Member Directors Consistent with the Foundation's Bylaws and the Foundation's commitment to strict compliance with the self-dealing rules under IRC § 4941, no compensation shall be paid to any Director who is a member of the family of a Substantial Contributor. As of the effective date of this Policy, this prohibition applies to the following Directors: Jonathan R. Caldwell, El

Section 7.3 — Grants and Distributions The Foundation shall not make any grant, distribution, or payment that directly or indirectly benefits a Disqualified Person. All grants, distributions, and payments shall be made in furtherance of the Foundation's charitable mission — support for the arts, education, and environmental conservation, with a focus on New York metropolitan area organizations — and in accordance wit

Section 7.4 — Investment Transactions The Foundation shall not invest in any entity owned or controlled by a Disqualified Person, including without limitation Caldwell Ridgeline Capital LLC, Stonecrest Realty Holdings LLC, Caldwell Ridgeline Fund IV LP, Caldwell Ridgeline Fund V LP, Caldwell Ridgeline Fund VI LP, and Meridian Crest Partners LLC, unless the investment qualifies as a permissible transaction under IRC §

Section 7.5 — Excess Business Holdings The Foundation shall comply with the excess business holdings rules set forth in IRC § 4943, which generally limit the combined holdings of the Foundation and all Disqualified Persons in any business enterprise to twenty percent (20%) of the voting stock (or, in the case of a non-corporate entity, twenty percent of the profits interest or beneficial interest) of such enterprise,

Section 7.6 — Vendor and Service Provider Relationships Before engaging any vendor, consultant, contractor, or service provider, the Foundation shall determine whether the proposed vendor or any principal, owner, officer, or director thereof is a Disqualified Person, or whether the vendor is an entity in which Disqualified Persons hold a controlling or significant ownership interest. This determination shall be made

Section 7.7 — Review by Legal Counsel and Tax Advisors Any transaction, arrangement, or relationship that presents an actual or potential self-dealing issue, or that otherwise raises a question under IRC §§ 4941 through 4946 or applicable New York law, shall be submitted to the Foundation's legal counsel (currently Calderwood & Harkness LLP, Sylvia Hartwell, Specialist Partner — Tax) and/or tax advisors (currently St

ARTICLE VIII — ENFORCEMENT AND REMEDIES

Section 8.1 — Violations Any Director, Officer, or Key Employee who fails to disclose a Conflict of Interest, who provides materially incomplete or inaccurate disclosures, or who otherwise violates any provision of this Policy shall be subject to disciplinary action by the Board of Directors. Disciplinary action may include, without limitation: (a) A formal reprimand or censure by the Board; (b) Removal from office o

Section 8.2 — Correction of Self-Dealing If a Self-Dealing Transaction is discovered — whether through the disclosure process, an audit, a tax return review, or otherwise — the Foundation shall take immediate steps to unwind or correct the transaction to the extent permitted under IRC § 4941 and the Treasury Regulations thereunder, with the objective of mitigating excise tax liability for the Foundation, the Disquali

Section 8.3 — Indemnification Limitations The Foundation shall not indemnify, hold harmless, or reimburse any Disqualified Person or Foundation Manager for excise taxes imposed under IRC § 4941 as a result of a knowing or willful violation of the self-dealing rules. Any payment by the Foundation of such excise taxes on behalf of a Disqualified Person or Foundation Manager could itself constitute an act of self-dealin

Section 9.1 — Annual Policy Review The Board of Directors shall review this Policy at least annually, at a regular meeting of the Board, and shall update the Policy as necessary to reflect: (a) Changes in federal tax law, including amendments to IRC §§ 4940 through 4946, Treasury Regulations, IRS guidance, and relevant judicial decisions; (b) Changes in the New York Not-for-Profit Corporation Law or other applicable

Section 9.2 — Coordination with Form 990-PF Reporting This Policy and the disclosures, certifications, and records maintained hereunder shall be coordinated with the Foundation's annual Form 990-PF filing obligations. In particular, the Foundation shall ensure that the disclosures and procedures required by this Policy are consistent with the responses provided on the Form 990-PF, including: (a) Part VII-A — Statemen

Section 10.1 — Severability If any provision of this Policy, or the application of any provision to any person or circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or by any governmental authority, such invalidity, illegality, or unenforceability shall not affect any other provision of this Policy. The remaining provisions shall continue in full force and effect, and

Section 10.2 — Amendment This Policy may be amended by a majority vote of the Board of Directors at any duly noticed meeting of the Board, or by unanimous written consent of the Board in lieu of a meeting, in each case in accordance with the Foundation's Bylaws and applicable provisions of the New York Not-for-Profit Corporation Law. Any amendment to this Policy must remain consistent with the requirements of IRC §§

Section 10.3 — Distribution A copy of this Policy, and any subsequent amendments thereto, shall be provided to each Director, Officer, and Key Employee of the Foundation: (a) Upon adoption of this Policy; (b) Upon any amendment to this Policy; and (c) Upon the initial appointment of any new Director, Officer, or Key Employee. Each recipient shall acknowledge receipt of the Policy by executing the Annual Certification

Section 10.4 — Incorporation by Reference This Policy is adopted in accordance with, and supplements, the Foundation's Certificate of Incorporation (filed March 20, 2023, with the New York Department of State, Filing No. 230320-001847), Bylaws, and all applicable provisions of the Internal Revenue Code, Treasury Regulations, and New York Not-for-Profit Corporation Law. In the event of any inconsistency between this P

Section 1 — Family Relationships Please identify all family relationships you have with other Directors, Officers, Key Employees, or Disqualified Persons of the Foundation. Include all relationships described in IRC § 4946(d), including spouse, ancestors, children, grandchildren, great-grandchildren, and spouses of children, grandchildren, and great-grandchildren. Please specifically address your relationship, if any