CONFLICT OF INTEREST POLICY

CONFLICT OF INTEREST POLICY
OF
THE CALDWELL FAMILY FOUNDATION
The Caldwell Family Foundation A New York Not-for-Profit Corporation Organized Under the New York Not-for-Profit Corporation Law (NY N-PCL) Recognized as Exempt Under Internal Revenue Code § 501(c)(3) Classified as a Private Foundation Under Internal Revenue Code § 509(a)
Employer Identification Number: 88-3021547
Registered Address: 330 Madison Avenue, Suite 2401 New York, New York 10017
Date of Incorporation: March 20, 2023 New York Department of State, Filing No. 230320-001847
IRS Determination Letter Received: July 14, 2023
Date of Adoption: September 15, 2023 Adopted by Unanimous Vote of the Board of Directors at the Organizational Meeting Held Pursuant to Article III of the Foundation's Bylaws
Effective Date: September 15, 2023
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ARTICLE I — PURPOSE AND SCOPE
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 without limitation Sections 4940 through 4946.
The Foundation is committed to the principle that no Foundation assets, income, resources, or opportunities shall be used, directly or indirectly, for the personal benefit of any Disqualified Person (as defined herein). The Foundation recognizes that, as a private foundation classified under IRC § 509(a), it is subject to heightened regulatory scrutiny regarding transactions and arrangements involving Disqualified Persons. Unlike public charities, private foundations are subject to an absolute prohibition on self-dealing transactions, and the Code imposes strict liability excise taxes on both the Disqualified Persons who participate in such transactions and the Foundation Managers who knowingly approve them. The existence of fair market value, arm's-length terms, or net benefit to the Foundation is not a defense to a self-dealing violation.
This Policy is adopted to formalize the Foundation's governance procedures for identifying, disclosing, evaluating, and managing actual and potential conflicts of interest among its Directors, Officers, Key Employees, and other persons in a position to exercise substantial influence over the Foundation's affairs. The Foundation is dedicated to maintaining the highest standards of integrity and fiduciary conduct in furtherance of its charitable mission: the support of the arts, education, and environmental conservation, with a particular focus on organizations serving the New York metropolitan area.
This Policy is further intended to satisfy the requirements of the New York Not-for-Profit Corporation Law, including the conflict of interest provisions set forth in NY N-PCL § 715-a, and to ensure that the Foundation's governance practices reflect best practices for private foundation management.
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 rise to an actual or potential conflict of interest or that could constitute an act of self-dealing under IRC § 4941. The scope of this Policy extends to all Disqualified Persons as defined in Section 2.1 of this Policy and under IRC § 4946, including substantial contributors, Foundation Managers, members of their families, and entities in which Disqualified Persons hold a controlling or significant ownership interest.
Without limiting the generality of the foregoing, this Policy applies to all grant-making activities, investment transactions, vendor and consultant engagements, reimbursement arrangements, use of Foundation property or facilities, and any other arrangement in which the Foundation interacts with or could confer a benefit upon a Disqualified Person.
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 Bylaws, each as in effect from time to time. In the event of any conflict between this Policy and applicable law, the requirements of applicable law shall control.
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 bequests received by the Foundation before the close of such taxable year. Once a person becomes a substantial contributor, the person retains that status permanently unless the conditions for cessation set forth in IRC § 507(d)(2) are satisfied.
(ii) Foundation Managers. All Directors and Officers of the Foundation, as defined under IRC § 4946(b) and the Foundation's Bylaws.
(iii) Owners of More Than 20% of Certain Entities. Any person who is the owner of more than twenty percent (20%) of the total combined voting power of a corporation, the profits interest of a partnership, or the beneficial interest of a trust or unincorporated enterprise that is a substantial contributor to the Foundation.
(iv) Family Members. Members of the family of any individual described in clauses (i), (ii), or (iii) above, as defined in IRC § 4946(d), which includes the individual's spouse, ancestors, children, grandchildren, great-grandchildren, and the spouses of children, grandchildren, and great-grandchildren.
(v) Controlled Entities. Any corporation, partnership, trust, or estate in which persons described in clauses (i) through (iv) above hold more than thirty-five percent (35%) of the total combined voting power (in the case of a corporation), more than thirty-five percent (35%) of the profits interest (in the case of a partnership), or more than thirty-five percent (35%) of the beneficial interest (in the case of a trust or estate), taking into account the interests of all such persons in the aggregate.
Identification of Current Disqualified Persons. As of the effective date of this Policy, the Foundation has identified the following categories and individuals as Disqualified Persons. This list is illustrative and not exhaustive, and the designation of Disqualified Persons shall be reviewed and updated at least annually in accordance with Section 9.1 of this Policy.
A. Substantial Contributors:
•  Jonathan R. Caldwell — President of the Foundation; co-grantor of the Foundation's initial contribution of Ten Million Dollars ($10,000,000), of which Five Million Dollars ($5,000,000) is attributable to Mr. Caldwell individually.
•  Eleanor V. Caldwell — Vice President of the Foundation; co-grantor of the Foundation's initial contribution of Ten Million Dollars ($10,000,000), of which Five Million Dollars ($5,000,000) is attributable to Mrs. Caldwell individually.
B. Foundation Managers (Directors and Officers):
•  Jonathan R. Caldwell — President and Director
•  Eleanor V. Caldwell — Vice President and Director
•  Thomas R. Caldwell — Secretary and Director
•  Katherine C. Hartfield — Treasurer and Director
•  Olivia G. Caldwell — Director
•  Dr. Margaret P. Elsworth — Independent Director
C. Family Members of Substantial Contributors and Foundation Managers:
•  Thomas R. Caldwell — son of Jonathan R. Caldwell and Eleanor V. Caldwell
•  Katherine C. Hartfield, née Caldwell — daughter of Jonathan R. Caldwell and Eleanor V. Caldwell
•  Olivia G. Caldwell — daughter of Jonathan R. Caldwell and Eleanor V. Caldwell
•  Dr. Sarah P. Caldwell, née Brennan — daughter-in-law, spouse of Thomas R. Caldwell
•  Dr. Andrew W. Hartfield — son-in-law, spouse of Katherine C. Hartfield
•  James W. Hartfield — grandson, age 8, child of Katherine C. Hartfield and Dr. Andrew W. Hartfield
•  Charlotte M. Hartfield — granddaughter, age 5, child of Katherine C. Hartfield and Dr. Andrew W. Hartfield
•  Nora E. Caldwell — granddaughter, age 1, child of Thomas R. Caldwell and Dr. Sarah P. Caldwell
•  Lucas T. Caldwell — grandson, age 3, child of Thomas R. Caldwell and Dr. Sarah P. Caldwell
•  Any lineal descendants of the foregoing individuals, and the spouses of such descendants
D. Entities Controlled by or Associated with Disqualified Persons:
•  Caldwell Ridgeline Capital LLC, a Delaware limited liability company, 280 Park Avenue, 35th Floor, New York, New York 10017
•  Stonecrest Realty Holdings LLC, a New York limited liability company, 330 Madison Avenue, Suite 2401, New York, New York 10017
•  Caldwell Ridgeline Fund IV LP, a Delaware limited partnership
•  Caldwell Ridgeline Fund V LP, a Delaware limited partnership
•  Caldwell Ridgeline Fund VI LP, a Delaware limited partnership
•  Meridian Crest Partners LLC (employer of Thomas R. Caldwell)
•  Havensbrook Wealth Advisors LLC
•  Any other entity in which one or more Disqualified Persons, individually or in the aggregate, hold a controlling or significant ownership interest (as determined under IRC § 4946(a)(1)(E) and the Treasury Regulations thereunder)
The Foundation Secretary (currently Thomas R. Caldwell) shall maintain an updated register of all Disqualified Persons known to the Foundation (the "Disqualified Persons Register"), which register shall be updated no less frequently than annually and reviewed by the Board of Directors in conjunction with the annual policy review described in Article IX. All Directors, Officers, and Key Employees are responsible for promptly notifying the Secretary of any changes in circumstances that may result in the addition of new Disqualified Persons to the register.
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. A Conflict of Interest includes actual conflicts, potential conflicts, and the appearance of a conflict. The determination of whether a Conflict of Interest exists shall be made in accordance with the procedures set forth in Article V of this Policy.
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 transaction or arrangement, whether existing or proposed; or
(c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Foundation is negotiating a transaction or arrangement.
A Financial Interest is not necessarily a Conflict of Interest. A person who has a Financial Interest may have a Conflict of Interest only if the Board of Directors or the appropriate governance body determines, pursuant to Article V of this Policy, that a Conflict of Interest exists.
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 Foundation. As of the effective date of this Policy, the Foundation Managers are:
•  Jonathan R. Caldwell, President
•  Eleanor V. Caldwell, Vice President
•  Thomas R. Caldwell, Secretary
•  Katherine C. Hartfield, Treasurer
•  Olivia G. Caldwell, Director
•  Dr. Margaret P. Elsworth, Independent Director
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 between the Foundation and a Disqualified Person;
(iii) The furnishing of goods, services, or facilities between the Foundation and a Disqualified Person;
(iv) The payment of compensation (or payment or reimbursement of expenses) by the Foundation to a Disqualified Person;
(v) The transfer to, or use by or for the benefit of, a Disqualified Person of the income or assets of the Foundation; and
(vi) Any agreement by the Foundation to make any payment of money or other property to a government official (as defined in IRC § 4946(c)), other than an agreement to employ such individual for any period after the termination of his or her government service if the individual is terminating such service within a ninety (90) day period.
Both direct and indirect Self-Dealing Transactions are prohibited. An indirect Self-Dealing Transaction includes any transaction accomplished through the use of an intermediary, conduit, controlled entity, or other arrangement that has the purpose or effect of circumventing the self-dealing prohibitions. Certain limited exceptions to the self-dealing rules exist under IRC § 4941(d)(2), including without limitation the exception for reasonable compensation for personal services necessary to carry out the Foundation's exempt purposes and the exception for incidental or tenuous benefits. However, any reliance on such exceptions must be carefully evaluated and, where appropriate, confirmed by legal counsel prior to the consummation of the transaction.
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, Katherine C. Hartfield, and Olivia G. Caldwell), consistent with the self-dealing rules under IRC § 4941 and the Foundation's Bylaws. Dr. Margaret P. Elsworth serves as an Independent Director. Any future consideration of compensation for Dr. Elsworth's services, or for any other person's services, must comply with this Policy and with the reasonable compensation exception set forth in IRC § 4941(d)(2)(E), which permits reasonable compensation for personal services that are reasonable and necessary to carry out the Foundation's exempt purposes, provided that such compensation is approved by the Board with the interested person recused and is not excessive.
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 shall be reviewed periodically by the Board of Directors.
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 transaction results in a net benefit to the Foundation;
(c) Whether the Disqualified Person acts in good faith or without knowledge that the transaction constitutes self-dealing; and
(d) Whether the Foundation receives adequate consideration or value in exchange for the transaction.
IRC § 4941 imposes a strict liability standard on acts of self-dealing. Good faith, fair market value, arm's-length terms, and net benefit to the Foundation are not defenses to a self-dealing violation. The statute is designed to prevent any transaction between a private foundation and a Disqualified Person, except those narrowly carved out by the statutory exceptions described in Section 3.5 of this Policy.
Both the Disqualified Person who participates in an act of self-dealing and the Foundation Manager who knowingly approves such a transaction are subject to significant excise taxes, as described in Section 3.4 of this Policy. Accordingly, all Directors, Officers, and Key Employees of the Foundation are expected to exercise the utmost care and vigilance in identifying and avoiding potential Self-Dealing Transactions.
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 regardless of the consideration involved or the terms of the transaction. By way of illustration, the Foundation shall not purchase real property from Stonecrest Realty Holdings LLC, lease office space from any entity controlled by a Disqualified Person, or sell investment assets to Caldwell Ridgeline Capital LLC or any affiliated fund.
B. Lending or Credit Extension. No Disqualified Person shall lend money to or borrow money from the Foundation, nor shall any Disqualified Person extend credit to or accept credit from the Foundation. This prohibition applies without regard to the interest rate, collateral, or other terms of the loan or credit arrangement. No Director, Officer, or family member shall receive an advance, loan, or line of credit from the Foundation under any circumstances.
C. Furnishing of Goods, Services, or Facilities. No Disqualified Person shall furnish goods, services, or facilities to the Foundation for a fee or other consideration, nor shall the Foundation furnish goods, services, or facilities to a Disqualified Person, except as follows:
(1) The Foundation may furnish goods, services, or facilities to a Disqualified Person if such goods, services, or facilities are made available to the general public on the same terms and conditions; and
(2) A Disqualified Person may furnish goods, services, or facilities to the Foundation without charge (i.e., free of cost to the Foundation).
D. Payment of Compensation or Reimbursement. The Foundation shall not pay compensation to, or reimburse expenses of, any Disqualified Person, except as permitted under the reasonable compensation exception set forth in IRC § 4941(d)(2)(E) for personal services that are reasonable and necessary to carry out the Foundation's exempt purposes. As noted in Section 2.6 of this Policy, no compensation is currently paid to any family-member Director of the Foundation. Any future payment of compensation under this exception must be approved by the disinterested Directors in accordance with the recusal procedures of Article V and must be confirmed by legal counsel as compliant with IRC § 4941.
E. Transfer of Foundation Income or Assets. No Foundation income or assets shall be transferred to, or used by or for the benefit of, any Disqualified Person. This prohibition encompasses all direct and indirect transfers, including distributions, dividends, allocations, payments, and any other conferral of economic benefit.
F. Payments to Government Officials. The Foundation shall not make any payment of money or other property to a government official (as defined in IRC § 4946(c)), except as permitted under the narrow exceptions set forth in IRC § 4941(d)(2)(G), including employment agreements made within ninety (90) days of the termination of government service, certain prizes and awards, and certain scholarship and fellowship grants.
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 identified the following entities as posing heightened risk of indirect self-dealing due to their ownership or control by Disqualified Persons:
•  Caldwell Ridgeline Capital LLC
•  Stonecrest Realty Holdings LLC
•  Caldwell Ridgeline Fund IV LP
•  Caldwell Ridgeline Fund V LP
•  Caldwell Ridgeline Fund VI LP
•  Meridian Crest Partners LLC
•  Havensbrook Wealth Advisors LLC
The Foundation shall not invest in, make grants to, purchase services from, lease property from, or otherwise transact with any such entity, or any other entity in which a Disqualified Person holds a significant interest, without prior legal review by the Foundation's counsel and a formal Board determination, documented in the minutes, that the proposed transaction does not constitute direct or indirect self-dealing under IRC § 4941.
All Directors, Officers, and Key Employees are required to be vigilant in identifying transactions that could constitute indirect self-dealing, including transactions with ostensibly unrelated parties that may have undisclosed connections to Disqualified Persons. Any uncertainty regarding whether a proposed transaction could constitute indirect self-dealing shall be resolved by consultation with legal counsel before the transaction is consummated.
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 to each act of self-dealing for each taxable year (or part thereof) in the taxable period. The "amount involved" is generally the greater of the amount of money and the fair market value of the other property given or the amount of money and the fair market value of the other property received by the Disqualified Person.
B. Additional Tax on Disqualified Person. If the act of self-dealing is not corrected within the taxable period, IRC § 4941(b)(1) imposes an additional excise tax on the Disqualified Person equal to two hundred percent (200%) of the amount involved.
C. Initial Tax on Foundation Manager. IRC § 4941(a)(2) imposes an excise tax on any Foundation Manager who participates in an act of self-dealing knowing that it is such an act, equal to five percent (5%) of the amount involved with respect to each act of self-dealing for each taxable year (or part thereof) in the taxable period, up to a maximum of Twenty Thousand Dollars ($20,000) per act of self-dealing.
D. Additional Tax on Foundation Manager. If the act of self-dealing is not corrected within the taxable period, IRC § 4941(b)(2) imposes an additional excise tax on any Foundation Manager who refuses to agree to part or all of the correction, equal to fifty percent (50%) of the amount involved, up to a maximum of Twenty Thousand Dollars ($20,000) per act of self-dealing.
E. Joint and Several Liability. Where more than one Foundation Manager is liable for a tax imposed under this section, all such managers shall be jointly and severally liable for such tax.
Each Director and Officer of the Foundation shall acknowledge, by executing the Annual Certification described in Article VI, that he or she has been made aware of these excise tax penalties and the personal liability that may result from participation in or knowing approval of a Self-Dealing Transaction.
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 of expenses) by the Foundation to a Disqualified Person for personal services that are reasonable and necessary to carry out the Foundation's exempt purposes is not an act of self-dealing, provided that the compensation is not excessive. Any such compensation arrangement must be approved by the Board of Directors with the interested person recused from deliberation and voting, in accordance with the procedures set forth in Article V of this Policy.
(b) Incidental or Tenuous Benefits. Benefits to a Disqualified Person arising from Foundation activities that are incidental or tenuous — such as attendance at Foundation-sponsored public events, receipt of publicly available Foundation publications, or other de minimis benefits — do not constitute acts of self-dealing, provided that such benefits are not more than incidental and are available to the general public or a broad class of beneficiaries on the same terms.
(c) Furnishing of Goods, Services, or Facilities Without Charge. A Disqualified Person may furnish goods, services, or facilities to the Foundation without charge, and such furnishing is not an act of self-dealing.
(d) Certain Other Statutory Exceptions. Additional narrow exceptions are set forth in IRC § 4941(d)(2), including certain transactions involving government officials and certain estate administration transactions.
Notwithstanding the foregoing, the Foundation's policy is to err on the side of prohibition rather than to assume that a transaction falls within a recognized exception. Before relying on any exception to the self-dealing rules, the Foundation shall consult with its legal counsel — currently Calderwood & Harkness LLP (Victoria Chambers, 375 Park Avenue, 42nd Floor, New York, New York 10152) — and obtain written confirmation that the proposed transaction qualifies for the exception and does not constitute prohibited self-dealing. No exception shall be relied upon without such written confirmation.
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, consulting engagement, board membership, or other circumstance that could give rise to a Conflict of Interest or that could constitute or contribute to a Self-Dealing Transaction under IRC § 4941.
Disclosure must be made in writing to the Board of Directors (or, if a Governance Committee has been established by the Board, to such committee) as soon as practicable after the individual becomes aware of the actual or potential conflict. In no event shall disclosure be deferred until a Board meeting if the conflict pertains to a transaction or arrangement that is imminent or already underway. In such circumstances, the individual shall notify the Board President (or, if the conflict involves the President, the Independent Director) by written communication without delay.
The duty to disclose applies regardless of whether the individual believes the conflict is material, whether the transaction would be beneficial to the Foundation, or whether the conflict has been disclosed in a prior Annual Disclosure Statement. Each Director, Officer, and Key Employee is personally responsible for ensuring that all relevant information is disclosed in a timely and complete manner.
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 potential Conflict of Interest.
The Annual Disclosure Statement shall require the disclosing individual to identify:
(a) All entities in which the individual (or a member of the individual's family, as defined in IRC § 4946(d)) has a financial interest that could relate to Foundation activities, including without limitation any ownership, investment, or compensation interest in Caldwell Ridgeline Capital LLC, Stonecrest Realty Holdings LLC, Meridian Crest Partners LLC, Havensbrook Wealth Advisors LLC, or any other entity that transacts or may transact with the Foundation;
(b) All relationships with organizations that receive or seek grants, distributions, or other support from the Foundation, including board memberships, employment, consulting arrangements, and volunteer positions;
(c) All compensation arrangements (whether direct or indirect) with organizations other than the Foundation, including employment, consulting, retainer, and fee arrangements;
(d) All family relationships with other Directors, Officers, Key Employees, or Disqualified Persons of the Foundation, with specific reference to the individuals identified in the Disqualified Persons Register maintained under Section 2.1 of this Policy; and
(e) Any other actual or potential Conflict of Interest not described in the foregoing categories.
Completed Annual Disclosure Statements shall be reviewed by the Board President (Jonathan R. Caldwell). In the case of the President's own disclosure, the completed statement shall be reviewed by the Independent Director (Dr. Margaret P. Elsworth). The reviewing officer shall evaluate each disclosure for completeness and shall raise any questions or concerns with the disclosing individual and, if appropriate, with the full Board.
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 be delivered to the Board President (or the Independent Director, as applicable) as promptly as practicable after the individual becomes aware of the new circumstances giving rise to the conflict.
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 Foundation's legal counsel (Calderwood & Harkness LLP), and the Foundation's tax advisors (Strathmore Corporation & Greaves LLP), and shall not be disclosed to any other person without the prior written consent of the disclosing individual, except as may be required by law, regulation, or judicial process.
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 obligation to respond to this inquiry truthfully and completely.
In addition to responding to the presiding officer's inquiry, any individual who has or may have a Conflict of Interest with respect to any matter that arises during a meeting — whether or not the matter appeared on the agenda — shall promptly disclose the nature and extent of the conflict to the Board before any deliberation or action on the matter.
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 the meeting room (or, in the case of a meeting conducted by telephone or videoconference, shall disconnect from the meeting) during such deliberation and voting.
The interested person shall not attempt to improperly influence the deliberation or vote of the disinterested Directors, whether before, during, or after the meeting, and shall refrain from providing any information or advocacy on the matter except as specifically requested by the disinterested Directors for the purpose of answering factual questions relevant to the Board's evaluation of the proposed transaction or arrangement.
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 benefit, and is fair and reasonable to the Foundation; and
(c) Whether to approve the transaction or arrangement as proposed, to approve it with modifications, or to reject it.
In making these determinations, the disinterested Directors shall exercise due diligence, which may include obtaining and reviewing comparative data on compensation, pricing, or other terms; consulting with the Foundation's legal counsel or tax advisors; considering alternative transactions or arrangements; and taking any other steps that a prudent person in a similar position would take to evaluate the matter.
A majority of disinterested Directors present at the meeting shall constitute a quorum for purposes of any vote taken under this Section 5.3, provided that a minimum of two (2) disinterested Directors are present and voting. If fewer than two disinterested Directors are available, the Board shall defer action on the matter until a sufficient number of disinterested Directors can be convened, or shall seek guidance from legal counsel regarding appropriate alternative procedures.
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 in IRC § 4941(d)(2) and does not constitute prohibited self-dealing, whether direct or indirect.
The Foundation's policy is to err on the side of prohibition rather than to risk excise tax liability under IRC § 4941. In any case of doubt or ambiguity, the presumption shall be that the proposed transaction is prohibited, and the Board shall decline to approve it unless and until legal counsel provides a written opinion that the transaction is permissible. Under no circumstances shall a Foundation Manager approve a Self-Dealing Transaction based solely on the Manager's own assessment of the applicable exceptions without prior written confirmation from legal counsel.
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 interested person departed from and, if applicable, returned to the meeting;
(d) The names of all persons present for the deliberation;
(e) The discussion and analysis conducted by the disinterested Directors, including any alternatives considered;
(f) The vote of the disinterested Directors, including the number of votes in favor and opposed; and
(g) Any written opinions or correspondence received from legal counsel or tax advisors in connection with the matter.
The minutes shall be prepared by the Secretary (Thomas R. Caldwell) or, if the Secretary is the interested person, by such other Director as the Board shall designate, and shall be maintained as part of the Foundation's permanent records.
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 year (or, in the case of a newly appointed person, since the date of his or her appointment);
(d) Has disclosed all actual and potential Conflicts of Interest of which he or she is aware, including all Financial Interests and family relationships that could give rise to a Conflict of Interest or Self-Dealing Transaction;
(e) Agrees to comply with this Policy during the coming fiscal year;
(f) Understands that the Foundation is a private foundation classified under IRC § 509(a) and is subject to the provisions of IRC §§ 4940 through 4946, including the self-dealing prohibitions of IRC § 4941; and
(g) Understands that violations of the self-dealing rules carry significant excise tax penalties, including personal liability for excise taxes imposed on Disqualified Persons and Foundation Managers, as described in Section 3.4 of this Policy.
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, 28th Floor, New York, New York 10016), and legal counsel (currently Calderwood & Harkness LLP) upon request, and as necessary for the preparation and review of the Foundation's annual Form 990-PF filing and any related regulatory submissions.
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.
This prohibition includes, without limitation:
(a) Personal use of Foundation property, including real property, vehicles, equipment, furnishings, artwork, or any other tangible or intangible asset owned or leased by the Foundation;
(b) Personal travel funded by the Foundation, except for travel that is directly and exclusively related to the performance of Foundation business and is approved in advance by the Board of Directors with the interested person recused;
(c) Loans, advances, or credit extended by the Foundation to any Disqualified Person;
(d) Payment of personal expenses, including housing, utilities, insurance, or other personal obligations, from Foundation funds;
(e) Use of Foundation staff or contractors for personal errands, projects, or services; and
(f) Any other transfer, allocation, or diversion of Foundation assets or income for the benefit of a Disqualified Person.
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, Eleanor V. Caldwell, Thomas R. Caldwell, Katherine C. Hartfield, and Olivia G. Caldwell.
Reasonable reimbursement of documented out-of-pocket expenses that are directly and exclusively related to Foundation business — such as travel expenses incurred in connection with attendance at Board meetings, site visits to grantee organizations, or other Foundation-related activities — is permissible, subject to the following conditions:
(a) The reimbursement is approved by the Board of Directors, with the interested person recused from the vote;
(b) The expenses are documented with receipts, invoices, or other supporting records;
(c) The reimbursement is for actual expenses incurred and does not include any element of compensation or personal benefit; and
(d) The reimbursement is reported on the Foundation's Form 990-PF as required by applicable IRS instructions.
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 with the Foundation's Grant-Making Policy and Procedures Manual, as adopted or amended by the Board from time to time.
The Foundation shall exercise particular care to ensure that no grant recipient is an entity controlled by, or affiliated with, a Disqualified Person, and that no grant has the effect of conferring a private benefit on a Disqualified Person, whether through direct payment, forgiveness of debt, provision of services, or otherwise.
For the Foundation's first fiscal year of operation, the minimum distribution requirement under IRC § 4942 is Five Hundred Thousand Dollars ($500,000), calculated as five percent (5%) of the Foundation's net investment assets of Ten Million Dollars ($10,000,000). The Board shall ensure that the Foundation's qualifying distributions meet or exceed this minimum in each fiscal year.
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 § 4941 and is approved in writing by the Foundation's legal counsel.
In addition, all investment decisions shall comply with the jeopardizing investment restrictions set forth in IRC § 4944, which impose excise taxes on investments that jeopardize the carrying out of the Foundation's exempt purposes. The Board shall exercise ordinary business care and prudence in making investment decisions and shall consider the Foundation's short-term and long-term financial needs, its expected total return, general economic conditions, and the Foundation's need for liquidity and preservation of capital.
The Foundation shall maintain an investment policy statement, approved by the Board, that establishes guidelines for asset allocation, permitted investment categories, risk tolerance, and procedures for monitoring and evaluating the Foundation's investment portfolio. Any proposed investment in an entity or asset class that has not been previously approved under the investment policy statement shall require prior Board approval and, if the investment involves a potential self-dealing issue, prior review by legal counsel.
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, reduced by the percentage of voting stock (or profits or beneficial interest) owned by all Disqualified Persons. If it is established that effective control of the business enterprise is held by persons who are not Disqualified Persons, the combined ownership limit is increased to thirty-five percent (35%).
Before making any investment in a business enterprise, the Foundation shall determine:
(a) The combined holdings of the Foundation and all Disqualified Persons in such enterprise; and
(b) Whether the proposed investment would cause the Foundation and Disqualified Persons, in the aggregate, to exceed the permissible ownership threshold under IRC § 4943.
If the proposed investment would result in excess business holdings, the Foundation shall not make the investment. If the Foundation inadvertently acquires excess business holdings (e.g., through a gift or bequest), it shall dispose of the excess holdings within the time periods prescribed by IRC § 4943(c) to avoid excise tax liability.
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 by the Foundation Secretary, in consultation with the Disqualified Persons Register maintained under Section 2.1 of this Policy.
If a Disqualified Person relationship is identified, the proposed engagement may proceed only if it falls within the reasonable compensation exception for personal services under IRC § 4941(d)(2)(E), and only if the following conditions are satisfied:
(a) The services to be provided are personal services that are reasonable and necessary to carry out the Foundation's exempt purposes;
(b) The compensation to be paid is not excessive and is reasonable in amount in light of the services to be rendered;
(c) The engagement is approved by a majority of the disinterested Directors, with the interested person recused from deliberation and voting;
(d) The Foundation's legal counsel (Calderwood & Harkness LLP) provides written concurrence that the engagement does not constitute prohibited self-dealing; and
(e) The terms of the engagement are documented in a written agreement that sets forth the scope of services, compensation, and other material terms.
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 Strathmore Corporation & Greaves LLP, Martin J. Prescott, CPA) for review prior to any Board action on the matter.
The Foundation shall obtain a written legal opinion from counsel on any proposed transaction of a novel, complex, or ambiguous character, and the written opinion shall be retained in the Foundation's records and referenced in the minutes of the Board meeting at which the transaction is considered. The cost of obtaining such opinions shall be borne by the Foundation as a reasonable and necessary administrative expense.
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 or position, in accordance with the Foundation's Bylaws and applicable provisions of the New York Not-for-Profit Corporation Law;
(c) Termination of any compensation or reimbursement arrangement with the Foundation;
(d) Demand for repayment or disgorgement of any amounts improperly received from the Foundation; and
(e) Such other corrective measures as the Board deems appropriate to protect the interests of the Foundation and to ensure compliance with this Policy and applicable law.
The Board of Directors (excluding the interested person) shall investigate any alleged violation of this Policy and shall make a determination, by majority vote, as to whether a violation has occurred and what disciplinary or corrective action is appropriate. The interested person shall be afforded an opportunity to present information to the Board relevant to the alleged violation before any final determination is made.
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 Disqualified Person, and the Foundation Managers involved.
Correction of a Self-Dealing Transaction generally requires that the Disqualified Person undo the transaction to the extent possible and, at a minimum, restore the Foundation to at least the financial position it would have been in had the Disqualified Person been dealing under the highest fiduciary standards. The specific actions required for correction will depend on the nature of the transaction and shall be determined in consultation with the Foundation's legal counsel and tax advisors.
The Foundation shall promptly notify its legal counsel (Calderwood & Harkness LLP) and tax advisors (Strathmore Corporation & Greaves LLP) upon discovery of any actual or suspected Self-Dealing Transaction and shall, if required, report the self-dealing on the Foundation's Form 990-PF (Return of Private Foundation) for the applicable taxable year, including Part VII-A (Statements Regarding Activities for Which Form 4720 May Be Required) and any applicable schedules or attachments.
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-dealing under IRC § 4941(d)(1) and is therefore prohibited.
This limitation on indemnification shall apply notwithstanding any broader indemnification provision that may be contained in the Foundation's Certificate of Incorporation, Bylaws, or any separate indemnification agreement, to the extent that such provision would otherwise authorize indemnification for excise taxes arising from self-dealing.
ARTICLE IX — PERIODIC REVIEW
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 state law;
(c) Changes in the Foundation's activities, programs, or operations that may affect the scope or application of this Policy;
(d) Changes in the identity of Disqualified Persons, including new substantial contributors, new Foundation Managers, changes in family composition, and changes in the ownership or control of entities associated with Disqualified Persons; and
(e) Any other developments that the Board determines to be relevant to the Foundation's conflict of interest and self-dealing compliance.
The Disqualified Persons Register maintained by the Secretary pursuant to Section 2.1 of this Policy shall be updated at least annually in connection with the annual policy review and shall be circulated to all Directors for verification.
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 — Statements Regarding Activities for Which Form 4720 May Be Required (self-dealing);
(b) Part VII-B — Activities for Which Form 4720 May Be Required (continuation);
(c) Part VIII — Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors; and
(d) Any other schedules or attachments relating to self-dealing, excess business holdings, jeopardizing investments, or taxable expenditures.
The Foundation's Form 990-PF shall be prepared in coordination with Strathmore Corporation & Greaves LLP (Martin J. Prescott, CPA, 600 Third Avenue, 28th Floor, New York, New York 10016) and reviewed by the Board of Directors prior to filing.
ARTICLE X — MISCELLANEOUS
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 the invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the intent of the original provision.
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 §§ 4941 through 4946 and applicable Treasury Regulations. No amendment shall be effective until approved by the Board and documented in the minutes or written consent.
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 form appended as Exhibit B. The Foundation Secretary shall maintain a record of all distributions and acknowledgments.
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 Policy and the Foundation's Certificate of Incorporation or Bylaws, the Certificate of Incorporation and Bylaws shall control, provided that in no event shall this Policy be construed to permit any act or transaction that would constitute self-dealing under IRC § 4941 or otherwise violate applicable law.
EXHIBIT A
ANNUAL DISCLOSURE STATEMENT
THE CALDWELL FAMILY FOUNDATION Annual Disclosure Statement Fiscal Year: ____________
Name: ________
Title / Position: ________
Date of Submission: ________
Pursuant to Article IV of the Conflict of Interest Policy of The Caldwell Family Foundation (the "Policy"), I hereby submit the following disclosures for the fiscal year indicated above. I understand that this Disclosure Statement is required to be completed fully and accurately and that I have a continuing obligation to update this Disclosure Statement whenever a material change in circumstances occurs during the fiscal year.
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, to the following individuals: Jonathan R. Caldwell, Eleanor V. Caldwell, Thomas R. Caldwell, Katherine C. Hartfield, Olivia G. Caldwell, Dr. Sarah P. Caldwell, Dr. Andrew W. Hartfield, James W. Hartfield, Charlotte M. Hartfield, Lucas T. Caldwell, Nora E. Caldwell, and Dr. Margaret P. Elsworth.
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