Adirondack Foundation

“On 6/12/24 an amended certificate of incorporation filed with new york state to update the purposes of the organization as follows: the corporation is formed as a community foundation and a tax-exempt, not-for-profit, autonomous, publicly supported, philanthropic institution for the following purposes: to serve as a permanent collection of endowed and other funds benefiting adirondack communitites, their institutions and residents, including but not limited to support for arts and humantities, community and economic development, education environment, health, historic preservation, libraries, recreation, social services and youth programs through grant making and other programs. To do any other lawful act incidential or connected with the foregoing purposes or in advancement thereof that is consistent with the corporation's certificate of incorporation and approved by the corporation's board of trustees. Updates to the bylaws were approved 10/27/23 to include the above text, as well as several administrative updates that clarified board processes, including: article ii - board of trustees section 2(b): trustee vote required for change in number of trustees is a simple majority of the entire board rather than unanimous. Section 3(c): after having served for the 9-year maximum, a trustee may be re-elected to the board after a one-year hiatus. Provision allowing the addition of up to three "temporary" trustees deleted. Section 4(b): quorum requirement for removal of a trustee is a majority vote at any regular or special meeting. Section 8: allows for trustees to receive compensation for services rendered in another capacity. Article iv officers section 1: the requirement that there be a vice-chair is deleted. Addition states that the treasurer required to be a person other than the chair and secretary. Section 7: acknowledges that the treasurer may delegate certain duties to foundation staff or otherwise. Section 9: the president and ceo may not serve as chairperson, treasurer or secretary of the corporation. Article v committees section 1: in addition to an executive committee, section 1 expressly provides for a governance and audit committee to be appointed by the board and to exist as standing committees. Section 1: revised "no committee shall have authority as to the following matters: a. The filling of vacancies in the board of trustees or any committee; b. The amendment or repeal of these by-laws or the adoption of new by-laws; c. The election or removal of any officers and trustees; and d. The sale, lease, exchange or other disposition of all or any material portion of the assets of the corporation." section 2: the executive committee is authorized to: (a) act for the entire board in case of emergency (b) act for the board on non-policy matters when, in the jusgement of the executive committee action is required before the next scheduled board meeting. Section 4: added "the finance committee shall consist of at least five trustees, including the treasurer. The finance committee shall: a. Establish investment policy, select investment advisors and review investment results; b. Recommend spending rate and formula; c. Review budget and financial statements; d. Review and provide recommendations on financial policies and processes; and e. Assist in ensuring the financial health and sustainability of the foundation." section allowing for alternate members of standing committees deleted. Article vi - contracts, checks, drafts, bank accounts and variance powers section 2: no loans in excess of $10,000 shall be contracted on behalf of the corporation unless speciically authorized by the board of trustees. Section 5: board approval for variances has been reduced from a 2/3 supermajority requirement to a simple majority. Article vii - general section 3: any loans made by the corporation to a trustee or officer are required to be approved by the board. Article viii - indemnification section 1: addition of the sentence the indeminifac”

“Upon receiving the 990 and nys char 500 returns electronically from the preparers, the chief financial officer and administration email the 990 and nys char 500 to the audit committee for their review and approval. Once approved by the audit committee, the board members receive the returns and have one week to review before the returns are filed.”

“Each member of the board of trustees, advisory council, community fund committee, scholarship committee and staff must sign a statement that affirms that they have received and read the conflict of interest policy, list any potential conflicts and that they have not received any compensation, grants or other assistance from adirondack foundation.”

“The board of trustees of adirondack foundation will conduct a formal review of the president & ceo on an annual basis. All necessary salary comparables, salary range recommendations, and staff support will be obtained and provided as needed. 1) annually, the president & ceo prepares a self-assessment based upon organizational and professional goals. Results are sent to the board chair. The board chair and executive committee evaluate the assessment. 2) a meeting is held with the president & ceo and chair of the board to discuss performance and salary adjustments (if any) and fringe benefits. Because the budget is presented at the may trustee meeting, the president & ceo's salary information will be available by the may meeting and will be entered into the minutes. An executive session will be held by all trustees discussing the performance benefits and salary. 3) after a final decision is made, all documents regarding performance and salary adjustments will be kept in the personnel files and recorded in the minutes along with a committee signed salary and benefit authorization. The president & ceo is required to conduct an annual performance review of each staff. The results will be kept in the personnel files.”

“The foundation's governing documents, conflict of interest policy and financial statements can be obtained on adirondack foundation's website. Financial transparency as a public charity, adirondack foundation makes a point of operating in an open manner that welcomes scrutiny. We take our obligation to donors, community groups, and the public very seriously. Accordingly, our federal information returns, audited financial statements, and other related documents are available on our website or by calling the foundation's office at (518) 523-9904 and are on file with the new york state attorney general. Financial statements: we are also pleased to offer our financial statement which includes the independent auditors' report from bst & co. Cpas, llp. Form 990 this return represents the internal revenue service (irs) federal form 990 for adirondack foundation. The purpose of the form 990 is to provide the public with a return that summarizes all of the activity of the foundation. We have our tax determination letter available on our website for public review. If you have any questions regarding the information included in the return, reports or letters, or wish to receive information from prior fiscal years, please contact stephanie pianka, cfo of adirondack foundation at (518) 523-9904 or e-mail [email protected]. Disclosure-annual report adirondack foundation publishes an annual report which includes a statement of financial position and a statement of activities. Included in this document is the following statement, "a complete audited financial statement with accompanying notes and opinion is available from the foundation's office or from the new york attorney general's charities bureau, 120 broadway, new york, 10271."”

“The foundation has a committee that assumes responsibility for the oversight of the audit and for the selection of an independent accountant. This policy has not changed since the prior year.”