Council on Foundations Inc.

“Approve revised bylaws effective with the june 2014 annual convening to eliminate ex officio board positions for the chairs of the corporate, family and cflt committees and a representative of the forum of regional associations of grantmakers. Approve bylaws revision to increase the term of board chair from two to three years, effective with the next chair to be appointed during the 2014 annual convening. Approve bylaws revision allowing the immediate past chair to continue to serve on the board one additional year, effective immediately with the current chair.”

“The council has two classes of membership which are voting members and associate members.”

“Each voting members who is in good standing 50 days before a meeting of the council qualifies as a member of record for that meeting, and shall be entitled to one vote at such meeting. Approximately one-third of the directors (other than ex-officio board members) shall be elected each year to serve for three years. The election of directors shall take place at the annual meeting of the members, or at a special meeting called for that purpose. The election of directors shall be by voice vote unless a voting member, seconded by five additional voting members, shall call for a secret ballot; all secret ballots shall be by non-cumulative voting. The presiding officer of the meeting shall appoint inpectors for the election. The inspectors shall list all candidates validly nominated in descending order according to the votes cast for each and shall declare elected as directors in accordance with rank in the voting that number of valid nominees required to fill all vacancies on the entire board of directors. Directors shall be elected by a plurality of the votes cast at a meeting of the members entitled to vote in the election.”

“Under new york state law, voting members of the council have the right to approve any plan of merger or consolidation and/or plan for dissolution and distribution of assets.”

“All financial and narrative information in the form 990 is reviewed by the audit committee and executive leadership staff including, but not limited to: the president and ceo, chief financial officer and legal counsel.”

“Council board members, officers, and key employees must annually disclose, in full, the name of each business or nonprofit organization that has or reasonably expects to have any material interest in any proposed or existing contract, transaction or arrangement with the council on foundations and in which he/she, his/her spouse or any member of their immediate family is a member, director, officer, employer or partner. Board members, officers, and key employees are given a form each year for this purpose and must either check a box that they are not aware of any conflict that must be disclosed or must attach a letter describing any interests that must be disclosed. Council staff follows up with board members, officers, and key employees as necessary to make sure that all forms are executed and returned. In addition to the annual disclosure, the council's conflict of interest policy for board and staff, which all board members, officers, and key employees must sign each year, provides that board members, officers, and key employees have a continuing obligation to report conflicts and must promptly report any conflict that has not previously been reported. Board members that are deemed to have a conflict of interest based on the above processes must abstain from participating in the vote. Officers and key employees are not permitted to participate in a decision regarding which they have a conflict of interest.”

“The council contracts a consultant firm to conduct a market analysis, which recommends compensation adjustments for the ceo. The consultant's recommendations are then forwarded to the executive committee which recommends the compensation for the president and ceo to the full board which determines the final compensation.”

“The council's governing documents, conflict of interest policy, financial statements, and the federal form 990 are available on the council's website and upon request.”

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“The executive committee is chaired by the board chair and composed of seven to eleven directors, including the board officers, as well as the chairs of the remaining committees of the board, plus such other directors appointed by the board chair, in consultation with the president and ceo, and approved by the board. In addition, the president and ceo serves on the committee ex officio without a vote. All of the members of the executive committee are on the governing body of the board of directors of the council on foundations. The executive committee has the following responsibilities as listed in the executive committee charter: -acts as a liaison to the president and ceo, providing counsel, feedback and support and, together with the president and ceo, establishes the chief executive's goals for the following year. -ensures development and implementation of a strategic plan and its allignment with teh operating budget. -resoves urgent and sensitive issues when needed between full board meetings, in conjunction with the president and ceo. -annually facilitates an assessment of the president and ceo's performance and compensation, and presents recommendations to the full board. As specified in the bylaws of the council on foundations, the executive committee cannot amend bylaws, elect or remove board members, hire or fire the chief executive, approve the chief executive's compensation, approve or change the audit or annual budget, or change the structure of the board or the organization. All of these policy decisions must be considered and approved by the full board of directors.”

“While the council's standard work week is 35 hours per week, the job duties and responsibilities of key and highly compensated employees require additional time to perform their duties. The council does not quantify the additional hours of time put forth by these dedicated key employees.”

“At the council on foundations, we are holding true to the ideals that have guided this organization and our members for the past 65 years while, at the same time, positioning the council for the future. In 2013, the council worked to create a financially sound organization by maintaining a strong balance sheet while making investments in its future. The council is well-positioned for continued investment and growth. The council has focused on strengthening the fundamentals of its work, bringing strength in its offerings and services to members via staff experts who comprise the network team, through social media, through its knowledge center, through its policy engagement, and through research. Across the organization, the council has worked to create a culture centered around its members. In ways big and small, the council has invested in member satisfaction. It continues to provide many of the key services that members have found valuable for decades. Examples include: - the council continues to lead the public conversation about the importance of philanthropic organizations, about giving vehicles, and about charitable giving incentives. - the council is continuing to strengthen its public policy and legal affairs work -- an established centerpiece of the council. The council has increased its capacity to assist its members in interpreting the law, promoting a favorable atmosphere for philanthropy, advocating on the field's behalf, advancing sound legislation, and fostering good tax policy for philanthropy. We have done this with the addition of new attorneys, policy strategists, and partnerships. - the council continues to educate lawmakers and the public about the role of philanthropy in improving society through in-person briefings, member mobilization, and the media. - supplementing its large annual conference with a number of smaller, more focused gatherings throughout the year. - surveys and research, like our salary and benefits report and benchmarking study of community foundations, will equip members with the information they need and help them look at future trends to help them plan and strategize.”