One Action

“Directors bono and mo ibrahim have a business relationship. Both are directors of an unrelated investment fund. Jamie drummond and roxane philson have a family relationship.”

“The organization has one class of members that consists of three individuals.”

“The members are responsible for electing and removing the members of the governing body or their delegates.”

“The members must approve changes made to the organization's bylaws.”

“The form 990 was prepared by the outside accountants and reviewed by the corporation's cfo and coo/secretary/treasurer, the board's audit committee, the ceo and legal counsel. The board received a copy of the 990 before it was filed with the irs.”

“The first step in addressing conflicts of interest is disclosure. A director or employee who believes that he/she may be perceived as having a conflict of interest in a discussion or decision discloses that conflict to the group making the decision before a decision is made, a contract is signed, or a transaction is initiated. Most concerns about conflicts of interest are resolved and appropriately addressed through prompt and complete disclosure. The audit committee is responsible for making all decisions concerning resolutions of conflicts involving executive managers, the coo, the president/ceo (pc), and selected other members of senior management, as needed. If the reportable conflict involves a member of the audit committee other than the chair of the audit committee, the chair is responsible for making all decisions concerning resolutions of conflicts involving the audit committee member. If the conflict involves the chair of the audit committee, the chair of the board is responsible for making all decisions concerning resolutions of the conflict. The coo is responsible for making all decisions concerning resolutions of conflicts involving employees below the executive management level, subject to the approval of the pc and the audit committee, as needed. Any employee may appeal a determination that an actual or apparent conflict of interest exists. Appeals of resolutions by the coo and pc are directed to the chair of audit committee. If the resolution was made by the audit committee, then the appeal is made to the chair of the board. Appeals must be made within 30 days of the initial determination. Resolution of the appeal are made by vote of a quorum of the full board of directors. Board members who are the subject of the appeal, or who have a conflict of interests with respect to the subject of the appeal, abstain from participating in, discussing, or voting on the resolution, unless their discussion is requested by the remaining members of the board. Given the importance of resolving conflicts of interest, violations of this policy, including failure to disclose conflicts of interest, results in termination of a director, pc, or member of senior management (at the direction of the audit committee) or employee (at the direction of the pc or chair of the audit committee).”

“One action shares employees with the one campaign, a related section 501(c)(3) organization. The one campaign is the statutory employer of all shared employees and acts as a common paymaster for the two organizations, as a result, the process for determining executive compensation for one action is the same as the process for the one campaign. An independent consultant was retained to review the ceo's salary. The consultant conducted research and analysis globally and created comparable groups of similarly situated nonprofit organizations based on budget size, mission, and location. The consultant's analysis was used in determining acceptable ranges for the ceo's salary. The proposed ranges were presented to the executive committee of the board of directors, which commented on and approved the analysis. The executive committee also reviewed and approved the compensation for the interim ceo who started as interim ceo in august, 2016 and left the position in march, 2017. The last compensation review took place in march 2016.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”