Planned Parenthood Action Fund Inc

“The action fund has an executive committee that may exercise all the authority of the full board except for: matters requiring the approval of the regular members; filling of vacancies on the board or committees; amendment or repeal of resolutions of the board that by their terms may not be amended or repealed by the committee; removal of voting directors; indemnification; disposition of real property; and dissolution. All members of the executive committee are members of the board of directors.”

“The action fund bylaws were amended as of july 1, 2016 to provide for various changes in the governance of the organization, including, among other things to include the action fund directors as voting members of the organization, to adjust the terms for directors and officers, and to create a staggered board. The amendments to the bylaws were approved by a vote of the membership at the annual meeting held on june 9, 2016.”

“Members and election of members the action fund is a not-for-profit membership organization. There are three classes of members of the action fund: regular, contributing and associate members. The associate members elect one director; the regular members elect the balance of the directors. Regular members are those individuals who serve as voting members of the board of directors of ppfa. Contributing members are those individuals who: (1)pay annual dues in an amount established by the board; or (2)are "lifetime members" as a result of making one or more dues payments in an amount established by the board. Contributing members have no voting or other rights with respect to the corporation. Associate members are those individuals who annually affirm their desire to be a member pursuant to a properly executed form provided by the corporation.”

“See response to part vi, section a, line 6”

“In addition to the board, the regular members approve changes to the bylaws.”

“Board review of form 990: the action fund uses the services of the employees of ppfa, a related organization. The action fund's form 990 is prepared by the organization's shared finance staff and reviewed internally by the chief financial officer (interim) and the legal department. The draft form 990 is then reviewed externally by an independent paid tax preparer. Any revisions are presented to the organization and once revised, the final draft form 990 is reviewed by the action fund's finance committee. Once the draft form 990 is approved by the finance committee, copies of the complete form 990 are provided to each voting member of the governing board prior to submission and filing with the internal revenue service.”

“Conflict of interest policy: the action fund uses the services of the employees of ppfa, a related organization. Annually, ppfa asks its key employees, as well as all other employees, and officers to review and sign a conflict of interest policy. In addition, the action fund has its board members sign a conflict of interest policy annually. The action fund's legal counsel follows up to resolve any disclosed conflicts. If a conflict is identified, the interested individual may not participate in deliberations or discussions, be present for a vote, or vote on the matter.”

“Compensation review process: the action fund uses the services of the employees of ppfa, a related organization. Ppfa has a compensation setting body (the body) that reviews and approves the compensation of the leadership staff of ppfa, including the president and ceo, chief financial officer, evp and chief operating officer, and other members of the executive team. This independent body is comprised of the officers of the ppfa board and 3 other directors, with the chair of the board serving as its chair. The review and approval of the salaries of these employees takes place on an annual basis using comparability data such as industry surveys, documented compensation of persons holding similar positions in similar organizations, and/or independent compensation studies. The proceedings are documented contemporaneously in minutes.”

“Public disclosure of governing documents: the action fund's financial report and form 990 are available upon request.”

“Other fees for services: program service expenses 5,516,477. Management and general expenses 155,316. Fundraising expenses 128,396. Total expenses 5,800,189.”

“Other fees for services - $5,800,189 consists of consultant fees ($3,566,576), database fees ($97,739), temporary help from external agencies ($84,082), security services ($83,505), direct mail processing ($57,208), list usage ($54,134)and other professional fees ($1,856,945.)”

“Loss on contribution receivable -2,329.”