Council on Foundations Inc.

“The Council has two classes of membership, 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.”

“Form 990 is completed by an independent CPA firm with assistance from the Council's internal finance department. Once a working draft is complete, it is reviewed by the Council's CEO and Vice President, membership, development and finance, who approve the final document, which is then provided to the Council's board of directors via the finance investment and audit committee, prior to filing with the Internal Revenue Service.”

“Council board members, officers, and key employees must annually disclose, in full, the name of each business or nonprofit organization that they have or reasonably expect to have any material interest in, or any proposed or existing contract, transaction or arrangement with the Council and in which they, their 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 three 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 President's compensation was most recently reviewed in November 2023.”

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

“The process has been consistent with prior years.”