America for Bulgaria Foundation

“Two of the members of the board of directors, chris j. Matlon and dimiter s. Voutchev, have a business relationship.”

“America for bulgaria foundation amended its bylaws to clarify the responsibilities of the secretary position. The updated provision states that whenever the corporation has one or more officers holding the title of secretary, each such officer shall have, and may exercise, all of the powers and responsibilities of the secretary.”

“The america for bulgaria foundation was organized not for profit as a non-stock corporation under the general corporation law of the state of delaware on december 16, 2019. The persons who serve on the board of directors (the governing body) of the abf are the only members of the corporation.”

“The members of the corporation, who also constitute its board of directors, are entitled by the abf's amended and restated certificate of incorporation to elect persons to the board of directors.”

“Article eight of the abf's amended and restated certificate of incorporation provides that: "the board of directors of the corporation shall be divided into three classes as nearly equal in size as is practicable, hereby designated class i, class ii, class iii. The term of office of the initial class i directors shall expire at the next succeeding annual meeting of the members, the term of office of the initial class ii directors shall expire at the second succeeding annual meeting of the members, and the term of office of the initial class iii directors shall expire at the third succeeding annual meeting of the members. The initial class i, class ii and class iii directors shall be those directors designated as such in article ninth hereof. At each annual meeting of the members, directors to replace those of a class whose terms expire at such annual meeting shall be elected to hold office until the third succeeding annual meeting thereafter and until their respective successors shall have been duly elected and qualified. If the number of directors is hereafter changed, any newly created directorships or decrease in directorships shall be so apportioned among the classes as to make all classes as nearly equal in number as practicable. The election of directors need not be by written ballot. Any director may be removed at any time, with or without cause, by a vote of a majority of the members. Any vacancy occurring on the board of directors of the corporation may be filled by a majority of the remaining members of the board of directors of the corporation, although less than a quorum, at any meeting of the board of directors of the corporation. Any director elected to fill any vacancy on the board of directors of the corporation shall be elected to serve the unexpired term of the directorship."”

“The chief financial officer (cfo) is responsible for the preparation and the filing of the irs form 990 and all necessary extensions. The form is completed by the finance function of the abf. As part of the preparation process, issues are discussed with outside legal and tax counsel and an external tax service consultant for nonprofit organizations. After a review by the cfo, copies of the form are provided to the president and the executive director of the foundation for their review and feedback. A copy of the form is distributed to the members of the audit committee of the board of directors. During a scheduled meeting of the audit committee, the cfo reviews the form with the audit committee and any necessary changes are made. Before the form is filed, a copy of the approved form is provided to all officers and directors for their comments. The form is then finalized and signed by the president or the cfo. After filing with the irs, a copy of the signed form is distributed to all directors.”

“Each year the directors, officers, and employees of the abf review the foundation's conflict of interest policy, disclose any conflict not previously disclosed, and update the status of any previous conflicts of interest reported in prior periods. In addition, all directors, officers, and each employee annually sign a statement affirming that he/she has read the policy, agrees to comply with the policy, and acknowledges that he/she either is not aware of any violations or is disclosing therein any known violations. The completed conflict of interest policy statements are reviewed by the cfo, executive director and president to determine whether conflicts exist. Actual conflicts are reviewed with the board of directors. No member of the board of directors of the abf or any officer or management employee of the abf shall originate, participate in, or vote on any transaction involving the abf in which such person has a conflict of interest. In particular, a director of the abf shall recuse him/herself from the board's deliberations regarding any matter in which the director has a conflict of interest unless the chairman of the board determines that recusal is unnecessary in the particular instance. In addition, an employee shall not be the responsible staff person on a transaction in which he/she has a conflict of interest.”

“The process for determining compensation for the president, executive director, and cfo comprises studies of comparative data, review of form 990 for other organizations, approval by independent persons, and annual review. The process for determining compensation for all other employees includes a market study, annual review and approval by the audit committee. The compensation for the president, executive director and cfo and all other employees was last reviewed in december 2024. The process and decisions are documented in the minutes of the audit committee and the board of directors.”

“The abf makes available for public inspection its governing documents, code of ethics, conflict of interest policy, fraud policy, and financial statements by providing copies upon request. In addition, the code of ethics and financial statements are available on the abf's website.”

“In 2024, abf had four directors who are foreign persons and received united states sourced income, which was reported on form 1042-s, and also reported in part vii, section a, line 1a, column (d).”

“The abf has a total number of 32 employees. Only three were included in part v, line 2a, as the remainder are employees for whom the abf is not required to file form w-2.”

“In 2019, abf began the process of transitioning from 501(c)(3) to 501(c)(4) status. Although abf has attempted to file its form 990 on multiple occasions checking the box that it is a 501(c)(4) organization and has provided mailed copies of the form 990 to the irs, the irs e-filing system has not been able to accept the returns. Accordingly, abf has checked the box on this return that it is a 501(c)(3) entity for purposes of permitting the form to be filed with the irs, but notes that it is a 501(c)(4).”

“Reversed grants expense 159,092. Non-deductible companion travel expenses -56,285. Unrealized foreign exchange loss 1,218,304.”

“The abf has not changed the process for oversight of the audit of its financial statements nor the selection of an independent accountant.”