Council on Foundations Inc.

“The organization's governance committee charter was revised to include the following changes on april 11, 2016. The governance committee is a subset of the executive committee. -annually facilitates an assessment of the president and ceo's performance and compensation, and presents recommendations to the full board. -the committee chair, in consultation with the board chair shall appoint a compensation subcommittee consisting exclusively of governance committee members. This committee shall be known as the evaluation and compensation sub-committee, shall consist of no more than 5 members, and shall be chaired by the board vice chair who will be a member of the governance committee.”

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

“Each voting member 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. Directors are elected by the members. 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 with a provision that voting members may submit a proxy for this purpose. 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 operations officer, 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. The council's conflict of interest policy for board and staff, which all board members, officers, and key employees receive, 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 discussion and vote on any transaction or item wherein a conflict exists. Officers and key employees are not permitted to participate in a decision regarding which they have a conflict of interest.”

“The council contracts with an independent consulting firm experienced in executive compensation every two years to conduct a market analysis, and make recommendations regarding any compensation adjustments for the ceo. The consultant's recommendations are then presented to the governance committee for review. The president/ceo does not participate in this review and abstains from this meeting of the governance committee. After thorough review of the consultant's recommendations and other relevant information including performance reviews, the governance committee 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 for the same period of disclosure as set forth in section 6104(d).”

“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 as 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 or a subset of 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 alignment with the operating budget. - resolves 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 while, at the same time, positioning the council for the future. The council works to create a financially sound organization by maintaining a strong balance sheet while making investments in its future. As a result, 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 member relations team, through social media, through its knowledge center, through its legal & 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 leading together 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.”

“Consultants and contract services: program service expenses 1,543,115. Management and general expenses 336,719. Fundraising expenses 9,628. Total expenses 1,889,462.”

“The process for overseeing the audit of the financial statements and selection of an independent accountant that audited the financial statements has been consistent with prior years.”