Jackie Robinson Foundation Inc.

“Director Rachel Robinson is the founder of the Jackie Robinson Foundation. Sharon Robinson, Vice Chair of the Board of Directors and David Robinson, Director and her children have served on the board of directors since the organization's founding in 1973.”

“The Jackie Robinson Foundation amended its by-laws in compliance with New York State's Non-Profit Revitalization Act of 2013 and to reflect policies changes previously enacted. A summary of the amendments to JRFs by-laws are: DIRECTORS --Changed: Board maximum size decreased from 40 to 35 --Added: Minimum age (18) to serve and no New York State residency requirement --Added: Vacancies and removal (with or without cause) may be filled by a majority vote of the directors in office; written notice required for resignation MEETINGS --Removed: Requirement that principal office is in New York --Changed: Annual meeting moved to October (from third Monday of November); two regular meetings (instead of one) will be held each year --Change: Notice of meetings no longer limited to US Mail -- Added: Members may participate and vote in meetings via phone or video conference; board may elect or appoint director (or others) to advisory or honorary capacity; President authorized to establish advisory or honorary positions subject to oversight and review -- Added: Majority board vote required for purchase, sale, mortgage or lease of real property QUORUM --Change: Quorum is one-third of the members in office instead of 12 (if an officer is present), 14 (if no officer is present) OFFICERS -- Added: Chairperson or vice-chairperson cannot be a JRF employee --Added: Board may authorize President to appoint agents, employees and other officers and determine their duties and compensation -- Added: Any officer may be removed, with or without cause, by a vote of a majority of the directors in office --Changed: President will not preside at meetings of the board --Removed: Provision that automatically allows the Vice President to have the powers and perform the duties of the President in the Presidents absence -- Added: Secretary will give and serve all notices to the Corporation; assume all duties customarily incident to the office of Secretary and other duties as assigned -- Added: In addition to Board and Executive Committee, the Treasurer will work under the direction of the Audit Committee COMMITTEES -- Added: Board may designate from among its members an Executive Committee, Audit Committee and other committees to be chaired by a member of the board. Committees shall have authority as may be delegated and not in violation of the law -- Added: An Audit Committee will be formed oversee budget & financial strategy; oversee accounting and financial reporting processes and audit of financial statements; annual review Corporations relationship with independent auditor; review auditor and scope and planning of audit prior to commencement; review audit results and any related management letter and discuss any (1) material weaknesses, (2) restriction on the scope of auditors activities, (3) disagreement between auditor and management, (4) adequateness of corporations accounting and financial reporting; oversee corporations adoption, implementation and compliance with COI and whistleblower policies Added: IMDENIFICATION POLICY COMPENSATION --Changed: Compensation authorization of any director of officer requires an affirmative vote of the majority of the entire board (replaces two-thirds of the entire board) --Added: Director or officer may not be present or participate in deliberations or vote concerning compensation RELATED PARTY TRANSACTIONS AND OTHER CONFLICT SITUATIONS --Changed: The Corporation will not enter into a related party transaction or conflict situation unless determined by the board or audit committee to be fair, reasonable and in the corporations best interest at the time of the determination. Only independent directors may participate in the deliberations or voting with respect to such determination MISCELLANEOUS --Added: Fiscal year shall end June 30 --Added: Corporation shall keep correct and complete books; minutes of proceedings of Board, Executive and Audit Committees; and other records as required by law AMENDMENTS --Changed: By-law”

“Management works with the auditors to prepare a draft of the audited financial statements and the 990. The prepared drafts are submitted to the Audit Committee, who with the independent auditors and tax preparers reviews the document. Any additions and corrections are made and a revised draft is distributed in whole, via mail or digital (as requested) to each board member as part of their board book materials for the Fall meeting. During the fall board meeting, during the Audit Committees presentation, members may ask questions or offer corrections. A vote is then taken in which members acknowledge that they have reviewed and approved the document.”

“Each member of the JRF Board of Directors and staff receives a copy of the Conflict of Interest policy and a Disclosure and Certification form. The form asks each person to certify that: (1) they have received and read the policy; (2) have agreed to comply with the policy; and (3) understand that as a charitable organization and in order to maintain its federal exemption, JRF must engage primarily in activities which accomplish one or more of its exempt purposes and will not engage in activities or transactions that provide impermissible benefits to individuals or entities. Further, the form requires each person to: (1) certify that he or she has no actual or possible conflict and (2) describe any relationships, transactions or circumstances that could result in a conflict between JRF's interests and his or her personal or financial interests. To aid in this discovery, respondents are provided a master listing of all JRF sponsors, vendors and staff to cross reference their activities. Any cited conflicts are disclosed at the Board of Directors' Annual Meeting. Conflicts are also made known to JRF's auditors and where appropriate, disclosed in the notes of JRF's annual audit.”

“The CEOs salary was set via contract by the Executive Committee of the JRF Board of Directors in 2004 upon hiring. The COO provides the Chairman of the Board a report annually which shows the salaries of comparable executives based on 990 filings and the non-profit executive report which is issued each year. Increases in the CEOs salary are conveyed to the staff by the Chairman of the Board of Directors following a performance review by the Executive Committee. The CEOs last wage increase was in 2011. Compensation for the JRF Founder was set in 1995 by the Executive Committee of the JRF Board of Directors. The Founders last wage increase was in 2010. Compensation for the JRF Vice Chairperson was set in 2007 by the Executive Committee of the JRF Board of Directors. The Vice Chairpersons last wage increase was in 2010 and she resigned her employment at the end of 2014.”

“The organizations governing documents: articles of incorporation, by-laws and conflict of interest policy are available at the Foundations headquarters upon request. JRFs Forms 990 and audited financial statements are available on its website www.jackierobinson.org and at Guidestar.org.”