Council for Global Immigration

“Cfgi had a service agreement with the society for human resource management (shrm) whereby for an administrative fee paid to shrm by cfgi, shrm provided management and administrative support services for cfgi. Shrm services consisted of those typically provided by a cfo, including in pertinent part: preparation of monthly financial statements, oversight of the annual audit, tax return preparation, investment assistance, and advice and counsel on finances. In addition, cfgi adhered to shrm administrative and financial processes and policies (e.g., purchasing, document retention, and contract approval). Under this agreement, the cfgi budget was prepared in consultation with shrm.”

“In june 2018, cfgi and shrm boards of directors approved the dissolution of cfgi and merger of its employees and activities into shrm, effective september 30, 2018.”

“The society for human resource management (shrm) president/ceo and his designee, were voting ex-officio directors of the cfgi board. The election of the remaining directors were subject to the approval of shrm through the shrm president/ceo. Matters such as amendments to the bylaws, nomination of directors, and compensation of officers required that at least one ex-officio director vote with the majority in order to pass.”

“The society for human resource management (shrm) president/ceo and his designee, were voting ex-officio directors of the cfgi board. The election of the remaining directors were subject to the approval of shrm through the shrm president/ceo. Matters such as amendments to the bylaws, nomination of directors, and compensation of officers required that at least one ex-officio director vote with the majority in order to pass.”

“Cfgi's federal form 990 was reviewed by the accounting staff of the society for human resource management (shrm), including the controller and cfo. Such review took place upon receipt of the draft form 990 from the independent public accounting firm who conducts the financial statement audit of shrm. The review included the comparison of financial data in the form 990 with the books and records of the organization and a review of the narrative information for accuracy and completeness.”

“The cfgi board conflict of interest policy provided the following procedures for addressing potential conflicts of interest that may require board or committee action, such as: 1) the interested person must disclose all facts material to the conflict of interest and such disclosure must be reflected in the minutes of the meeting where such matter is being reviewed; 2) the interested person is prohibited from participating in discussions about the matter except to disclose material facts and respond to questions; 3) such person shall not attempt to exert his or her personal influence with respect to the matter either at or outside of the meeting; 4) such person may not be present to hear the board or committee discussions on the matter; 5) such interested person is precluded from voting on the matter and such person's presence may not be counted in determining the presence of a quorum for purposes of the vote at the meeting; 6) such person may not be present during the vote unless the vote is by secret ballot; and 7) such person's ineligibility to vote should be reflected in the minutes. In situations where a director has a potential conflict of interest with respect to a transaction that is not the subject of board action, the policy requires the director to disclose the matter to the executive committee who may (a) ask additional questions of or seek additional information from the interested director, (b) appoint a disinterested person to investigate alternatives, or (c) refer the matter to the full board for a vote. The interested director was prohibited from participating in or listening to discussions of the committee other than to disclose information and respond to questions. The shrm employee code of conduct applied to all cfgi employees; and all cfgi employees received a copy of the code of conduct and returned an acknowledgement to the shrm hr department that they understood and will comply with the code of conduct. Section iv(k) of the code of conduct sets forth the conflict of interest rules applicable to all employees. It was cfgi's intent to avoid impropriety in all of its decisions and actions. The code of conduct required employees to avoid transactions, activities and relationships which place personal interest in conflict with cfgi's; not to use cfgi assets or their position at cfgi for personal use or gain; and not to accept gifts from vendors unless within the specified gift guidelines. Employees were informed that actual or potential conflicts of interest may go beyond dealings with members, customers, vendors or suppliers. Conflicts may also involve dealings with managers, subordinates or other staff members. If a conflict or potential conflict arose, employees under the policy may consult with their supervisor, their department head, svp or human resources. At minimum, if an employee or his/her immediate family member has an interest in a vendor the employee is required to disclose such conflict of interest to their executive director (or svp if they are an executive director) and the employee must not be involved in the selection, management or oversight of such vendor.”

“Compensation for the executive director was approved by shrm in consultation with the cfgi board chair. Relevant comparability data from an independent consultant was used. Compensation amounts are directly linked to the individual's performance rating.”

“Cfgi made its governing documents, conflict of interest policy, and financial statements available upon request.”

“In june 2018, cfgi and shrm boards of directors approved the dissolution of cfgi and merger of its employees and activities into shrm, effective september 30, 2018.”

“Transfer of assets to shrm -2,933,382.”

“Cfgi delegated the oversight of its audit to the audit committee of its parent comapny, shrm.”