Phi Sigma Sigma Foundation Inc.

“Election of members and their rights according to the foundations articles of incorporation and bylaws, any director elected or appointed by the supreme council of the fraternity may be removed at any time, with or without cause by the supreme council of the fraternity and any director elected by a majority vote of the foundation board of directors may be removed with or without cause by the board of directors.”

“Decisions subject to approval of members the minutes of the governing board and all committees with board delegated powers shall contain a the names of persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing boards or committees decision as to whether a conflict of interest in fact existed. B the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion including any alternatives to the proposal transaction or arrangement and a record of any votes taken in connection with the proceedings.”

“Organizations process to review form 990 according to the foundations bylaws, the executive committee, consisting of the treasurer and other members appointed by the president, shall report to the board on the financial affairs of the foundation and review issues related to fiscal planning, budget formulation and recommendations fiscal controls, audits, investments, fee and grant solicitation. The return preparer sends the 990 to the treasurer who then reviews it with the executive committee.”

“Section 1. The purpose of the conflict of interest policy is to protect the foundation interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the foundation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable foundations. Section 2. Interested person. Any director, principal officer, or memer of a committee with governing board delegated power, who has a direct or indirect financial interest, as defined below, is an interested person. Section 3. Financial interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family a. An ownership or investment interest in any entity with which the foundation has a transaction or arrangement,b. A compensation arrangement with the foundation or with any entity or individual with which the foundation has a transaction or arrangement, or”

“C. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the foundation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under section 4, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists. Section 4 procedures. 1. Duty to disclose - in connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. 2. Determining whether a conflict of interest exists - after disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee member”

“Shall decide if a conflict of interest exists. 3. Procedures for addressing the conflict of interest-a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.c. After exercising due diligence, the governing board or committee shall determine whether the foundation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not”

“Give rise to a conflict of interest. D. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the foundations best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. 4. Violations of the conflicts of interest policy a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief”

“And afford the member an opportunity to explain the alleged failure to disclose. B. If, after hearing the members response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Section 5. Records of proceedings. The minutes of the governing board and all committees with board delegated powers shall contain a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing boards or committees decision as to whether a conflict of interest in fact existed. B. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.”

“Section 6 compensation. A. A voting member of the governing board who receives compensation, directly or indirectly, from the foundation for services is precluded from voting on matters pertaining to that members compensation. B. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the foundation for services is precluded from voting on matters pertaining to that members compensation. C. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the foundation, either individually or collectively, is prohibited from providing information to any committee regarding compensation. Section 7. Annual statements. Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person”

“A. Has received a copy of the conflicts of interest policy,b. Has read and understands the policy,c. Has agreed to comply with the policy, and d. Understands the foundation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. Section 8. Periodic reviews. To ensure the foundation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arms length bargaining. B. Whether partnerships, joint ventures, and arrangements with management conforms to the foundations written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction. Section 9. Use of outside experts. When conducting the periodic reviews as provided for in section 8, the foundation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.”

“Compensation process for top official officers of the foundation are not compensated. There is a human resources committee, according to the foundations bylaws, which reports to the foundation board and is responsible for human resources and personnel issues. According to their delegation of authority, the human resources committee determine salary for staff. Compensation is determined based on review of salaries for similar positions in other charities and all decisions are documented through committee minutes.”

“Compensation process for officers officers of the foundation are not compensated. There is a human resouces committee, according to the foundations bylaws, which reports to the foundation board and is responsible for human resources and personnel issues. According to their delegation of authority, the human resources committee determines salary for staff. Compensation is determined based on review of salaries for similar positions in other charities and all decisions are documented through committee minutes.”

“Governing documents disclosure explanation all requests for information are shared with the foundation president, who ensures all responses are provided.”

“The organization simplified the procedures outlined in the bylaws, allowed the board to be reduced in size to 5 members, and amended the process for future amendments to the bylaws.”