Movement Strategy Center

“The organization updated its articles and bylaws in this fiscal year. The most significant change in the restated articles was to remove the specific purpose statement from article ii in the restated articles and to add educational purposes within the meaning of internal revenue code section 501(c)(3). The organizations bylaws were restated in january of 2023, and reflect the following changes: - purposes (section 2.1) the current bylaws contain the specific purpose statement from the articles, as described above. If and when msc restates its articles of incorporation, it will be able to modify its more specific purpose statement in its bylaws. We have included a modified specific purpose statement in the bylaws in anticipation of the articles being restated. - non-voting members (section 3.2) the current bylaws state that msc has one class of non-voting members consisting of persons who have made donations to msc. While msc is permitted to create classes of non-voting members as it wishes, to give the organization more flexibility, we have deleted this language from the restated bylaws. - consecutive term limits (section 4.4) the restated bylaws continue to provide that directors will serve for two (2) year terms. However, we have added language providing that no director may serve more than five (5) consecutive terms, with a term of less than one (1) year not counting towards the consecutive term limit. - removal of a director (section 4.7(c)) the current bylaws provide that a director may be removed with cause by a vote of a majority of the directors then in office, but are silent as to removal without cause. In order to provide for greater flexibility, the draft restated bylaws provide that a director may be removed, with or without cause, by the vote of the majority of the directors then in office. - approval of executive compensation (section 4.10) the draft restated bylaws include a reminder, not included in the current bylaws, of msc's obligation under the nonprofit integrity act to approve the compensation received by certain officers. - quorum (section 5.5) the current bylaws provide that a quorum is fifty percent (50%) plus one (1) director. In order to better plan for an odd number of directors, the draft restated bylaws provide that a quorum consists of a majority of the number of directors then in office. - board committees and advisory committees (sections 6.1 and 6.3) the draft restated bylaws clarify the distinction between board committees (which may act with the full authority of the board, but may only be composed of directors) and advisory or other committees (which may be delegated with specific authority, but may not act on behalf of the board, and may include directors and non-directors). - officers (section 7.1) the current bylaws provide that msc must have a president, secretary, and treasurer and further state that the president is the ceo of msc. To more accurately reflect msc's current officer structure, the draft restated bylaws state that msc must have a chair of the board, executive director, secretary, and treasurer, and that the executive director is the ceo of the organization. - terms for elected officers (section 7.2) the current bylaws do not specify a term length for elected officers. In the draft restated bylaws, we have included a term of two (2) years for all elected officers of msc. - cfo officer position (section 7.12) we also added a description for an optional cfo, in addition to a treasurer, in case msc would like for a staff member to serve as cfo and a director to serve as treasurer. - indemnification (article viii) the provisions regarding indemnification in the draft restated bylaws have been expanded to track what is required of the organization under the law. These additional provisions do not reflect a change in requirements for msc. We generally recommend including these provisions in full in bylaws because it makes them a much more useful reference tool, particularly sinc”

“The 990 is reviewed in person with the board treasurer. A copy of the draft return is circulated to all other members of the board by email.”

“Movement strategy center (msc) has a multi-level and multi-person review of any potential business relationship or potential employment. Msc actively reviews and/or investigates the potential business relationship/employment to see if that prospect has any relation to a current staff, or board member.”

“Board members form an ad-hoc personnel committee which reviews independent salary surveys to evaluate msc's compensation and benefits, ed is removed from discussion and decisions regarding his compensation. Board members form an ad-hoc personnel committee which reviews independent salary surveys to evaluate msc's compensation and benefits.”

“Upon written or verbal request.”

“During fiscal year 2023, certain fiscally-sponsored projects ("fsp") of the organization elected to separate. The organization and these fsps entered into agreements detailing the transfer of assets and liabilities at specified dates, wherein the organization ceased support of the fsps. During the fiscal year ended june 30, 2023, restricted net asset balances and the net of any new revenues and related expenses totalling $1,661,167, were distributed to the exiting fsps.”

“Program consultants: program service expenses 3,579,879. Management and general expenses 58,500. Fundraising expenses 567. Total expenses 3,638,946. Graphic design: program service expenses 147,069. Management and general expenses 2,348. Fundraising expenses 0. Total expenses 149,417. Phone & video: program service expenses 516,993. Management and general expenses 7,677. Fundraising expenses 0. Total expenses 524,670.”

“Exiting of fiscally-sponsored projects at 6/30/2022 -1,661,170.”