2015-08-27T13:10:09-05:00 2014-12-31 271728945 O'CONNOR DAVIES LLP 3001 SUMMER STREET 5TH FL EAST STAMFORD CT 06905 990 2014-01-01 263618722 PENCILS OF PROMISE INCORPORATED PENC 2127773170 37 WEST 28TH STREET 3RD FLOOR NEW YORK NY 10001 TOM CASAZZONE COO 2127773170 2015-08-27 1 ROBIN STRONG P00713382 2033232400 2015-08-18 2014 2016-02-25 16:41:14Z TOM CASAZZONE 37 WEST 28TH STREET 3RD FLOOR NEW YORK NY 10001 8018108 0 X WWW.PENCILSOFPROMISE.ORG X 2008 CT AT POP, WE BELIEVE EVERY CHILD DESERVES ACCESS TO QUALITY EDUCATION. WE CREATE SCHOOLS, PROGRAMS AND GLOBAL COMMUNITIES AROUND THE COMMON GOAL OF EDUCATION FOR ALL. WE ACCOMPLISH THESE ACTIVITIES BY DEDICATING SIGNIFICANT AMOUNTS OF TIME, LABOR AND EFFORT RAISING MONEY IN THE U.S. THROUGH YOUTH AND PROFESSIONAL ENGAGEMENT PROGRAMS AND SPECIAL EVENTS. THE FUNDS RAISED ALLOW US TO INCREASE OUR DOMESTIC AND INTERNATIONAL REACH AND IMPACT. 11 10 44 15 0 0 4226449 7797819 0 0 1037 568 812402 -107083 5039888 7691304 120045 278348 0 0 1448240 1841129 0 0 736187 3493353 3924397 5061638 6043874 -21750 1647430 3677624 5372277 75233 122456 3602391 5249821 X AT POP, WE BELIEVE EVERY CHILD DESERVES ACCESS TO QUALITY EDUCATION. WE CREATE SCHOOLS, PROGRAMS AND GLOBAL COMMUNITIES AROUND THE COMMON GOAL OF EDUCATION FOR ALL. WE ACCOMPLISH THESE ACTIVITIES BY DEDICATING SIGNIFICANT AMOUNTS OF TIME, LABOR AND EFFORT RAISING MONEY IN THE U.S. THROUGH YOUTH AND PROFESSIONAL ENGAGEMENT PROGRAMS AND SPECIAL EVENTS. THE FUNDS RAISED ALLOW US TO INCREASE OUR DOMESTIC AND INTERNATIONAL REACH AND IMPACT.AT THE CONCLUSION OF 2014, WE HAVE BROKEN GROUND ON 257 SCHOOLS ACROSS THE FOUR COUNTRIES OF LAOS, GHANA, GUATEMALA AND NICARAGUA. OUR SCHOOLS ARE OPEN TO STUDENTS IN EACH COUNTRY AND THE STAGES OF PLANNING AND CONSTRUCTION ARE UNDERWAY IN SEVERAL NEW COMMUNITIES TO AID IN EXPANDING OUR REACH IN 2015. 0 0 2935838 45398 THE FIRST OF OUR CORE PROGRAMS IS SCHOOLS BUILDS. WE PARTNER WITH LOCAL COMMUNITIES AND GOVERNMENTS TO IMPROVE THE STATE OF EDUCATION INFRASTRUCTURE IN COMMUNITIES. OUR SHORT TERM GOALS ARE TO ADDRESS THE NEED FOR IMPROVED INFRASTRUCTURE WITH OUR LONG TERM GOALS BEING TO IMPROVE STUDENT ATTENDANCE, PROGRESSION, AND TEST SCORES. THE BENEFICIARIES OF OUR SCHOOL BUILDING PROGRAM ARE PRIMARY SCHOOL STUDENTS CURRENTLY ATTENDING SCHOOL IN POOR QUALITY STRUCTURES AND PRIMARY SCHOOL TEACHERS CURRENTLY TEACHING IN POOR QUALITY STRUCTURES. THROUGH THE END OF 2014, WE HAVE BROKEN GROUND ON A TOTAL OF 257 SCHOOLS ACROSS OUR GEOGRAPHIES. 717810 OUR SECOND CORE PROGRAM IS OUR WASH PROGRAM. WASH IS AN INTERNATIONALLY RECOGNIZED AND UTILIZED PROGRAM THAT IS DESIGNED TO PROVIDE ACCESS TO AND KNOWLEDGE ABOUT WATER, SANITATION, AND HYGIENE. UNICEF ADOPTED WASH IN 2005 AS THEIR PRIMARY INTERVENTION TO TACKLE HYGIENE NEEDS IN THE DEVELOPING WORLD; POP BEGAN WASH PRACTICES IN 2010 IN LAOS. IN CARRYING OUT THIS PROGRAM, WE BUILD STUDENT AND TEACHER SANITATION FACILITIES (SINKS AND BATHROOMS) IN CONJUNCTION WITH CLASSROOM BUILDS. IN ADDITION, OUR STAFF VISIT CLASSES TWICE PER MONTH DURING THE SCHOOL YEAR TO TEACH LESSONS RELATED TO WATER, SANITATION AND HYGIENE. THE PRIMARY GOALS OF THIS PROGRAM ARE TO BUILD AND PROVIDE ACCESS TO QUALITY TOILETS, POTABLE WATER AND HAND WASHING STATIONS IN CONJUNCTION WITH POP SCHOOLS LACKING SUCH INFRASTRUCTURE. ADDITIONALLY, WE AIM TO INCREASE PROPER HYGIENIC AND SANITARY BEHAVIOR IN PRIMARY STUDENTS. 681183 82737 OUR THIRD CORE PROGRAM IS TEACHER SUPPORT. WE SUPPORT TEACHER DEVELOPMENT THROUGH IN-SERVICE AND WORKSHOP TRAINING SESSIONS. OUR STAFF VISIT GOVERNMENT TEACHERS IN OUR COMMUNITIES TWICE PER MONTH TO AID IN LESSON PLANNING, METHODOLOGY TRAINING AND RAPPORT BUILDING WITH STUDENTS. TEACHERS ATTEND WORKSHOPS FOR GROUP TRAINING AND NETWORK BUILDING. WE USE A METHODOLOGY OF TEACHING THAT FOCUSES ON THE ENGAGEMENT OF THE STUDENT BECAUSE MORE ENGAGED STUDENTS PERFORM AT A HIGHER LEVEL. WE DO THIS THROUGH AN EXPRESSIVE PEDAGOGY, WHICH INVOLVES USAGE OF FACIAL EXPRESSIONS, MOTOR MEMORY (SONG, DANCE, SIGN, ETC.) AND CREATIVE DIDACTIC MATERIALS. THE SHORT TERM GOALS OF OUR TEACHER SUPPORT PROGRAMS ARE: TO IMPROVE LESSON PLANNING BY ASSISTING TEACHERS IN THE CREATION AND USE LESSON PLANS; TO BUILD RAPPORT WITH STUDENTS BY ENCOURAGING TEACHERS TO ADOPT OUR INTERACTIVE METHODOLOGY TO BETTER ENGAGE STUDENTS; TO SUPPORT A PEER NETWORK OF TEACHERS THROUGH TEACHER TRAINING WORKSHOPS, AND; TO PROVIDE CLASSROOMS WITH TEACHING AND LEARNING MATERIALS. OUR LONG TERM GOAL IS TO INCREASE PRIMARY STUDENT SCORES IN LITERACY, NUMERACY AND ENGLISH ACROSS ALL OUR GEOGRAPHIES. THE MAIN BENEFICIARIES OF OUR TEACHER SUPPORT PROGRAM ARE THE TEACHERS AND STUDENTS IN OUR SCHOOLS AND COMMUNITIES. THROUGH 2014, WE HAVE SUPPORTED OVER 350 TEACHERS IN SEVEN COMMUNITIES IN LAOS, 11 IN GHANA AND 16 IN GUATEMALA. 600833 150213 OUR FOURTH CORE PROGRAM IS OUR SCHOLARSHIPS PROGRAM. WE SUPPORT THE PROGRESSION OF STUDENTS FROM PRIMARY TO SECONDARY SCHOOL BY PROVIDING SCHOLARSHIP PACKAGES. COMMUNITIES ARE SELECTED AS ELIGIBLE FOR SCHOLARSHIPS BASED ON THE RESULTS OF THE SCOUTING RUBRIC; AT WHICH POINT ALL STUDENTS IN THE FINAL GRADE OF PRIMARY SCHOOL ARE ELIGIBLE TO APPLY. STUDENTS IN THEIR FINAL YEAR OF PRIMARY SCHOOL WITH 75% ATTENDANCE AT THE MID-YEAR MARK RECEIVE A PRIZE (READING BOOKS, PENCILS, ETC.) AND STUDENTS WITH 75% ATTENDANCE AT THE END-YEAR MARK RECEIVE THE FOLLOWING SCHOLARSHIP PACKAGE: TUITION FOR FIRST YEAR OF SECONDARY SCHOOL, A UNIFORM, A BACKPACK WITH SCHOOL SUPPLIES, TEXTBOOKS AND PAID DORMITORY FEE WHEN APPLICABLE. THE KEY BENEFICIARIES OF OUR SCHOLARSHIP PROGRAM ARE TEACHERS AND STUDENTS IN OUR COMMUNITIES. SINCE INCEPTION OF THIS PROGRAM, WE HAVE PROVIDED OVER 2,500 SCHOLARSHIPS TO STUDENTS IN NEED IN OUR GEOGRAPHIES.WITH ALL OF OUR PROGRAMS, WE EXTENSIVELY MONITOR AND EVALUATE OUR PROGRAM IMPACT. TO BEST JUDGE HOW EFFECTIVE OUR IMPACT IS, WE CLOSELY MONITOR AND EVALUATE (M&E) OUR PROGRAMS ON THE GROUND. WE HAVE LOCAL M&E TEAMS WHO CONDUCT INTERVIEWS AND SURVEYS WITH VILLAGE LEADERS, TEACHERS, STUDENTS, AND PARENTS. THIS HELP US TO UNDERSTAND THE NEEDS OF VILLAGES IN WHICH WE OPERATE, OUR IMPACT ON THE COMMUNITY, AND AREAS IN WHICH WE CAN IMPROVE POP OPERATIONS AND PROGRAMMING.OUR STUDENT DATABASE HELPS US UNDERSTAND WHO WE ARE SERVING EVERY YEAR IN OUR POP SCHOOLS. WE DOCUMENT EACH POP STUDENT'S NAME, AGE, GENDER, ETHNICITY, ATTENDANCE, PROGRESSION TO NEXT GRADE LEVEL, AND GRADE IN CLASS. EACH YEAR, WE TRACK VILLAGE-WIDE STUDENT ENROLLMENT, ATTENDANCE, RETENTION FROM ONE GRADE TO THE NEXT, PROGRESSION FROM PRIMARY TO SECONDARY SCHOOL, AND GRADES AND/OR TEST SCORES. WE EXPECT TO IMPROVE THESE METRICS THROUGH THE VARIETY OF EDUCATIONAL PROGRAMS WE OFFER STUDENTS AND COMMUNITIES. IN ADDITION, WE FOLLOW INDIVIDUAL POP STUDENTS THROUGH THE YEARS TO ASSESS THEIR EDUCATIONAL SUCCESSES AND FAILURES, ALONG WITH THEIR UNDERSTANDING, ATTITUDE, AND BEHAVIOR REGARDING EDUCATION AND ELEMENTS OF WASH. THESE YEARLY INTERVIEWS WILL HELP US UNDERSTAND THE IMPACT THAT WE HAVE ON INDIVIDUALS THROUGH OUR PROGRAMMING.DOMESTICALLY, WE EXPANDED OUR GLOBAL COMMUNITIES THROUGH SEVERAL UPDATES TO OUR WEBSITE AND THROUGH OUR EXPANDING OUTREACH PROGRAM ACROSS OUR DIGITAL PLATFORMS TO BOTH YOUTH AND PROFESSIONALS. WE HAVE AN ONLINE COMMUNITY OF OVER 550,000 MEMBERS WHO STAY ENGAGED WITH OUR WORK THROUGH UPDATES, POSTS AND BLOG ENTRIES. 600833 150213 4935664 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 1 0 0 1 1 1 1 0 1 0 0 1 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 1 5 0 44 1 0 1 GH LA GT 0 0 0 1 1 0 0 0 0 X 11 10 0 0 1 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 AL AK AZ AR CA CT DC GA HI IL KS KY LA ME MD MA MI MN MS MO NH NJ NM NY NC ND OH OR PA RI SC TN UT VA WA WV WI CO FL OK X X X TOM CASAZZONE 2127773170 37 WEST 28TH STREET 3RD FLOOR NEW YORK NY 10001 ADAM BRAUN PRESIDENT & FOUNDER 60.00 X X 150343 0 5145 KAREN HARRIS SECRETARY 1.00 X X 0 0 0 BRAD HAUGEN CHAIRMAN 1.00 X X 0 0 0 RICHARD LENT DIRECTOR 1.00 X 0 0 0 HOPE TAITZ DIRECTOR 1.00 X 0 0 0 MICHAEL WEISS TREASURER 1.00 X X 0 0 0 DAN CAHILL DIRECTOR 1.00 X 0 0 0 MEIGHAN STONE DIRECTOR 1.00 X 0 0 0 GARY VAYNERCHUK DIRECTOR 1.00 X 0 0 0 CRAIG EFFRON DIRECTOR 1.00 X 0 0 0 LINDA RIEFLER DIRECTOR 1.00 X 0 0 0 TOM CASAZZONE CHIEF FINANCIAL OFFICER/CHIEF OPERATING OFFICER 50.00 X 102031 0 18408 252374 0 23553 2 0 1 0 GC BALLROM OPERATOR LLC 55 WALL STREET NEW YORK NY 10005 EVENT SPACE RENTAL AND CATERING 222381 REXTON REALTY COMPANY 36 WEST 25TH STREET 3RD FLOOR REAR NEW YORK NY 10001 OFFICE RENT 131632 2 1725220 6072599 27000 7797819 568 568 209100 1725220 326804 -117704 -117704 MERCHANDIES SALES 452000 10621 10621 10621 7691304 10621 0 -117136 136387 136387 1500 1500 140461 140461 275927 179714 27599 68614 1205461 777237 123287 304937 182931 119332 18300 45299 70940 45075 7454 18411 105870 69062 10591 26217 15057 15057 28286 28286 75567 11002 53563 11002 106600 49878 56722 226146 73443 51819 100884 3040 1520 1520 161117 131576 11816 17725 312250 286792 2990 22468 26593 19744 425 6424 68876 63876 2500 2500 16329 16329 SCHOOL CONSTRUCTION AND 2613311 2613311 SCHOOL SUSTAINABILITY C 83980 83980 PROGRAM MATERIALS 60242 60242 OUTREACH 47115 979 46136 79888 70553 2007 7328 6043874 4935664 372023 736187 1537711 2219269 801675 651909 1108400 2225195 180 24279 16497 707793 478386 175379 229407 30000 30000 3677624 5372277 66765 74576 8468 47880 75233 122456 X 2929573 3376992 672818 1872829 3602391 5249821 3677624 5372277 1647430 0 X X 0 1 X 1 0 X 1396917 2224168 5039120 4226449 7797819 20684473 1396917 2224168 5039120 4226449 7797819 20684473 1669472 19015001 12 631 9183 1037 568 11431 40 40 20695944 35674 0.91880 0.85900 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 333630 120809 212821 374163 357577 16586 229407 X 7691304 0 7691304 0 7691304 6043874 0 6043874 0 6043874 PART X, LINE 2: THE ORGANIZATION RECOGNIZES THE EFFECT OF TAX POSITIONS WHEN THEY ARE MORE LIKELY THAN NOT TO BE SUSTAINED. MANAGEMENT HAS DETERMINED THAT THE ORGANIZATION HAD NO UNCERTAIN TAX POSITIONS THAT WOULD REQUIRE FINANCIAL STATEMENT RECOGNITION OR DISCLOSURE. THE ORGANIZATION IS NO LONGER SUBJECT TO EXAMINATIONS BY APPLICABLE TAXING JURISDICTIONS PRIOR TO 2011. 1 SUB-SAHARAN AFRICA - ANGOLA, BENIN, BOTSWANA, BURKINA, FASO, 1 10 PROGRAM SERVICES SCHOOL CONSTRUCTION, TEACHER TRAINING, SCHOLARSHIP, W.A.S.H. 1031612 EAST ASIA AND THE PACIFIC - AUSTRALIA, BRUNEI, BURMA, CAMBODIA, 1 35 PROGRAM SERVICES SCHOOL CONSTRUCTION, TEACHER TRAINING, SCHOLARSHIP, W.A.S.H. 608677 CENTRAL AMERICA AND THE CARIBBEAN 1 35 PROGRAM SERVICES SCHOOL CONSTRUCTION, TEACHER TRAINING, SCHOLARSHIP, W.A.S.H. 2280550 NORTH AMERICA 0 0 GRANT TO RECIPENT LOCATED IN REGION 45398 3 80 0 0 3 80 3966237 0 3966237 NORTH AMERICA SUPPLIES AND SUPPORT TO EXISTING SCHOOLS IN NICARGUA 45398 WIRE TRANSFER 1 PAYMENT OF SCHOOL FEES SUB-SAHARAN AFRICA 81 23257 DIRECT PAYMENTS TO THE SCHOOLS THE STUDENTS ARE ATTENDING PROVIDED BACKPACKS WITH SCHOOL SUPPLIES (PENS,PENCILS, NOTEPADS)WERE DISTRIBUTED TO RECIPIENTS COST PAYMENT OF SCHOOL FEES CENTRAL AMERICA AND THE CARIBBEAN 194 67896 DIRECT PAYMENTS TO THE SCHOOLS THE STUDENTS ARE ATTENDING BACKPACKS WITH SCHOOL SUPPLIES (PENS, PENCILS, NOTEPADS) DISTRIBUTED TO EACH RECIPIENT COST PAYMENT OF SCHOOL FEES EAST ASIA AND THE PACIFIC 445 3910 DIRECT PAYMENTS TO THE SCHOOLS THE STUDENTS ARE ATTENDING BACKPACKS WITH SCHOOL SUPPLIES (PENS, PENCILS, NOTEPADS) DISTRIBUTED TO EACH RECIPIENT COST 0 0 0 0 0 0 PART I, LINE 2: ALL GRANTS AND ASSISTANCE ISSUED TO PARTNERING ORGANIZATIONS UNDERGO THE SAME SCRUTINY AS IF OUR ORGANIZATION CARRIED OUT THE SERVICE DIRECTLY. WE ENSURE THAT THE PARTNER ORGANIZATION'S MISSION ALIGNS WITH OUR ORGANIZATION'S MISSION AND THAT THE SERVICES PROVIDED WILL BE PROVIDED EFFICIENTLY AND WITH THE MOST IMPACT. ONCE THE FUNDS ARE ISSUED TO THE ORGANIZATION, THE GRANT UNDERGOES QUARTERLY REPORTING WHERE THE GRANTEE ISSUES BOTH QUANTITATIVE AND QUALITATIVE REPORTS TO OUR ORGANIZATION IN ORDER TO ACCURATELY MONITOR AND MEASURE THE IMPACT THAT OUR FUNDS ARE HAVING IN THE REGIONS WE WORK IN. PART I, LINE 3: THE ORGANIZATION USES THE ACCRUAL METHOD TO ACCOUNT FOR EXPENDITURES. GALA 1934320 1725220 209100 236712 90092 1934320 1725220 209100 236712 90092 326804 -117704 1 CHILD AID 917 SW OAK STREET PORTLAND OR 97205 330137937 501(C)(3) 82737 TEACHER SUPPORT DEVELOPMENT & IMPLEMENTATION WORLDREADER 2030 1ST AVENUE SUITE 300 SEATTLE WA 98121 272092468 501(C)(3) 53650 E-READERS FOR TEACHERS AND STUDENTS PART I, LINE 2: ALL GRANTS AND ASSISTANCE ISSUED TO PARTNERING ORGANIZATIONS UNDERGO THE SAME SCRUTINY AS IF OUR ORGANIZATION CARRIED OUT THE SERVICE DIRECTLY. WE ENSURE THAT THE PARTNER ORGANIZATION'S MISSION ALIGNS WITH OUR ORGANIZATION'S MISSION AND THAT THE SERVICES PROVIDED WILL BE PROVIDED EFFICIENTLY AND WITH THE MOST IMPACT. ONCE THE FUNDS ARE ISSUED TO THE ORGANIZATION, THE GRANT UNDERGOES QUARTERLY REPORTING WHERE THE GRANTEE ISSUES BOTH QUANTITATIVE AND QUALITATIVE REPORTS TO OUR ORGANIZATION IN ORDER TO ACCURATELY MONITOR AND MEASURE THE IMPACT THAT OUR FUNDS ARE HAVING IN THE REGIONS WE WORK IN. X X X X X 0 0 0 0 0 0 0 0 0 ADAM BRAUN PRESIDENT & FOUNDER 150343 0 0 0 0 0 0 0 5145 0 155488 0 0 0 X ELECTRONIC TABLETS 0 27000 COST 0 0 0 FORM 990, PART VI, SECTION A, LINE 4 PENCILS OF PROMISE UPDATED THEIR BYLAWS IN 2014 BY ADDING IN A DESCRIPTION OF THE PURPOSES OF THE AUDIT COMMITTEE AS WELL AS FORMALLY REMOVING THE TITLE OF PRESIDENT AS ONE OF THE OFFICERS OF THE ORGANIZATION AND REPLACING IT WITH CHIEF EXECUTIVE OFFICER. THE BYLAWS ON THE AUDIT COMMITTEE HAVE BEEN UPDATED AS FOLLOWS. THE AUDIT COMMITTEE SHALL BE RESPONSIBLE FOR ENSURING THAT THE CORPORATION'S FINANCIAL STATEMENTS AND PROCEDURES ARE EVALUATED TO DETERMINE THAT ADEQUATE FISCAL CONTROLS AND PROCEDURES ARE IN PLACE AND THAT THE CORPORATION IS IN GOOD FINANCIAL HEALTH. THE COMMITTEE SHALL ANNUALLY RETAIN OR VIEW THE RETENTION OF THE INDEPENDENT AUDITORS; REVIEW WITH THE INDEPENDENT AUDITOR THE RESULTS OF THE AUDIT AND ANY MANAGEMENT LETTER; OVERSEE THE ADOPTION AND IMPLEMENTATION OF, AND COMPLIANCE WITH ANY CONFLICT OF INTEREST AND/OR WHISTLEBLOWER POLICY; REVIEW WITH THE INDEPENDENT AUDITOR THE SCOPE AND PLANNING OF THE AUDIT PRIOR TO ITS COMMENCEMENT; REVIEW THE FINANCIAL STATEMENTS; EVALUATE INTERNAL ACCOUNTING CONTROLS; REVIEW AND DISCUSS WITH THE INDEPENDENT AUDITOR (I) ANY MATERIAL RISKS AND WEAKNESSES IN INTERNAL CONTROLS IDENTIFIED BY THE AUDITOR, (II) ANY RESTRICTIONS ON THE SCOPE OF THE AUDITOR'S ACTIVITIES OR ACCESS TO REQUESTED INFORMATION, (III) ANY SIGNIFICANT DISAGREEMENTS BETWEEN THE AUDITOR AND MANAGEMENT, AND (IV) THE ADEQUACY OF THE CORPORATION'S ACCOUNTING AND FINANCIAL REPORTING PROCESSES; ANNUALLY CONSIDER THE PERFORMANCE OF THE AUDITOR; AND ANNUALLY REPORT TO THE BOARD OF THE CORPORATION ON THE AUDIT COMMITTEE'S ACTIVITIES. FORM 990, PART VI, SECTION B, LINE 11 FORM 990 IS MADE AVAILABLE TO ALL MEMBERS OF THE BOARD OF DIRECTORS. POP'S CHIEF OPERATING OFFICER, IN COLLABORATION WITH THE FINANCE & GOVERNANCE COMMITTEE, IS TASKED WITH OVERSEEING THE AUDIT PROCESS AND THE DRAFTING OF FORM 990 IN CONJUNCTION WITH AN INDEPENDENT ACCOUNTING FIRM. ALL MEMBERS OF THE COMMITTEE AND OTHER KEY EMPLOYEES OF THE ORGANIZATION ARE PROVIDED WITH A DRAFT OF THE AUDITED FINANCIAL STATEMENTS AND FORM 990 FOR REVIEW, COMMENT AND APPROVAL. FORM 990, PART VI, SECTION B, LINE 12C THE POLICY APPLIES TO ALL EMPLOYEES, BOARD MEMBERS AND OFFICERS OF THE ORGANIZATION. EACH PERSON IS ASKED TO READ THE POLICY (INCLUDED SEPARATELY AS A POLICY OR WITHIN THE ORGANIZATION'S EMPLOYEE HANDBOOK) EACH YEAR AND SIGN AN AFFIRMATION STATEMENT REGARDING THE POLICY. SHOULD A CONFLICT ARISE, THEY ARE BROUGHT TO THE ATTENTION OF THE CHIEF OPERATING OFFICER (WHEN AN EMPLOYEE IS INVOLVED) AND THE SECRETARY OF THE BOARD OF DIRECTORS (WHEN A BOARD MEMBER OR OFFICER IS INVOLVED) AND BOTH ARE DISCUSSED AT THE BOARD LEVEL TO DECIDE THE PROPER COURSE OF ACTION. FORM 990, PART VI, SECTION B, LINE 15 THE PROCESS INCLUDES ALL OF THESE ELEMENTS: (1) REVIEW AND APPROVAL BY THE BOARD OF DIRECTORS, COMPENSATION COMMITTEE OR EXECUTIVE COMMITTEE OF POP; (2) USE OF DATA AS TO COMPARABLE COMPENSATION; AND (3) CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING. THIS POLICY APPLIES TO DETERMINE THE COMPENSATION OF OUR CHIEF EXECUTIVE OFFICER AND FOUNDER. REVIEW AND APPROVAL - THE COMPENSATION OF THE PERSON IS REVIEWED AND APPROVED BY THE BOARD OF DIRECTORS, COMPENSATION COMMITTEE OR EXECUTIVE COMMITTEE OF POP, PROVIDED THAT PERSONS WITH CONFLICTS OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT AT ISSUE ARE NOT INVOLVED IN THIS REVIEW AND APPROVAL. USE OF DATA AS TO COMPARABLE COMPENSATION - THE COMPENSATION OF THE PERSON IS REVIEWED AND APPROVED USING DATA AS TO COMPARABLE COMPENSATION FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS. CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING - THERE IS CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING WITH RESPECT TO THE DELIBERATIONS AND DECISIONS REGARDING THE COMPENSATION ARRANGEMENT. FORM 990, PART VI, SECTION C, LINE 19 ALL OF OUR ANNUAL FINANCIAL STATEMENTS AND FORM 990 ARE MADE AVAILABLE TO THE PUBLIC ON OUR WEBSITE. FINANCIAL STATEMENTS, GOVERNING DOCUMENTS, FORM 990 AND FORM 1023 ARE MADE AVAILABLE FOR PUBLIC VIEWING UPON WRITTEN REQUEST AT PENCILS OF PROMISE INCORPORATED'S HEADQUARTERS LOCATED AT 37 WEST 28TH STREET, 3RD FLOOR, NEW YORK, NY 10001. FORM 990 IS AVAILABLE ON WWW.GUIDESTAR.ORG, WWW.CHARITYNAVIGATOR.ORG,AND WWW.ERI-NONPROFIT-SALARIES.COM. THE FORM 990 AND ANNUAL FINANCIAL STATEMENT IS AVAILABLE ON WWW.CHARITIESNYS.COM. FORM 990, PART XII, LINE 2C: THERE HAVE BEEN NO CHANGES TO THE SELECTION PROCESS OF AUDITORS OR OVERSIGHT OF AUDIT.