Direct Relief Foundation

“Article v, section 2.5 b of the direct relief foundation bylaws states that the direct relief board has the power to appoint the trustees of direct relief foundation. Since some trustees of the direct relief foundation are also members of the direct relief board, the organization does have some members who have the power to appoint one or more members of the governing body.”

“Article xi of the direct relief foundation bylaws states that the bylaws may only be altered, amended or repealed, and new bylaws may only be adopted, by a majority of the direct relief board present at any meeting of the direct relief board.”

“Direct relief foundation's chief financial officer distributes a copy of the final version of the 990 to all current trustees, requesting they review the 990 prior to filing. The trustees are asked to review and are given an opportunity to raise issues and request clarifications, if any. Once this process is complete and trustee approval is obtained, the 990 is filed. Documentation of the distribution to the trustees, as well as their responses and questions, if any, are maintained by the chief financial officer.”

“Within thirty (30) days of the beginning of each fiscal year, all trustees, officers and trustee committee members must complete a disclosure form regarding possible conflicts of interest. Disclosure is also required of a trustee, officer, employee and trustee committee member at any time when the interest of such person (or member of his or her family) could affect the activities, property, employees, or services of direct relief, or involves any potential conflict of interest as more specifically defined in direct relief's conflict of interest policy in the bylaws. When a trustee, officer, or trustee committee member has a conflict of interest or potential conflict of interest in a proposed transaction, that individual shall recuse himself or herself (i.e., leave the room), and shall not participate in the deliberation on the merits of the proposal or the vote. In all cases, the existence and nature of the relationship or the conflict of interest disclosed, the interested person's recusal, and the vote of the other trustees is reflected in the minutes of the meeting of the trustees or applicable trustee committees.”

“Direct relief foundation does not have any paid employees, and, therefore, does not have a requirement to have a compensation policy. The ceo, coo & cfo are officers, but are not compensated by direct relief foundation. They are compensated by direct relief, a related organization, which has in place a compensation policy that includes a review and approval by independent persons, analysis of comparability data, and documentation of the decision-making process.”

“Direct relief foundation makes its governing documents, conflict of interest policy, financial statements, and form 990 available to the public through its related organization's website, direct relief, at www.directrelief.org.”

“The compensation reported here is that paid by direct relief, a related tax-exempt organization, for the calendar year 2018, in line with the form 990 requirements. The compensation of the ceo, coo & cfo is determined solely by the board of directors of direct relief. Funds covering 100% of the compensation of direct relief's president & ceo was provided by direct relief foundation through regular board-approved transfers of funds to direct relief.”

“In may of 2018 direct relief moved into a new 155,000 square-foot state-of-the-art facility with a 128,000 square-foot warehouse and a 27,000 square-foot office and meeting space-certified for domestic and international pharmaceutical distribution. As of june 30, 2019, the total project cost, including the cost of the land was $38.5 million. The new direct relief headquarters was made possible through generous donations from individual donors and our valued corporate supporters. Nearly $6.6 million in cash and pledges was raised in fy 2019, bringing the total campaign funds raised to $42.9 million as of june 2019. To finance working capital needs for the facility construction, direct relief secured a $25 million line of credit which is secured by all the assets of direct relief, the direct relief foundation, and the llc. As of june 30, 2019, $13.4 million had been drawn to complete the construction of the building.”

“As the foundation does not have any employees, direct relief's staff support the foundation to carry out fundraising activities for the campaign. For the year ended june 30, 2019 these expenses totaled $73,055. Another $30,334 of expense related to accounting, bank and subscription fees was also paid by direct relief for the foundation and is reported on part ix in column c. These mounts payable to direct relief are accrued on the foundation's books and the total amount payable to direct relief for building campaign expenses and other expenses as of june 30, 2019 was $2,123,980.”

“Direct relief foundation accrues the amounts payable to direct relief on an annual basis. The balance due as of june 30, 2019 consists of the following: prior year approved transfers (a) (3,518,407) current year approved transfers (2,495,620) actual transfers taken 3,897,714 -------------- total amount payable as of june 30, 2019: $(2,116,313) (a) approved transfers that are not taken by then end of each year are carried forward to be taken in future years. Direct relief foundation also accrues the amounts payable to direct relief for expenses related to the building campaign. The total amount payable for building campaign expenses as of june 30, 2019 was $7,667.”

“Unrelated business revenue - passthrough entities -1,753. Bad debt expense -749.”