The Vermont Community Foundation

“The board of directors establishes the executive committee consisting of no fewer than four (4) board members, inclusive of the incumbent officers. The chair of the board may appoint additional board members to the executive committee, subject to the advice and consent of the board. The president and ceo shall serve as staff to the committee. The chair of the board shall chair the committee. The committee shall meet as necessary and appropriate at the call of the chair or the president and ceo, and shall maintain minutes of all meetings, which will be regularly approved by the committee and distributed to the board at the next board meeting. A majority of the committee members, present and voting, shall constitute a quorum. The executive committee is authorized to exercise the full power of the board of directors to act between meetings of the board upon matters which, in the judgment of the committee, are of such a nature as to require action prior to the next regular meeting of the board but do not require calling of a special meeting of the board. Any action taken by the committee involving exercise of the powers of the board shall be reported promptly to the board, and ratified by the board at the next meeting of the board following such action.”

“The finance, audit, and risk (far) committee, comprised of members of the board of directors of the foundation, receive and review a copy of the form 990. The far committee discusses the form 990 with finance staff prior to its filing. In addition, the board of directors receive a copy of the form 990 prior to the filing of the form.”

“The foundation has established a conflict-of-interest policy and a confidentiality policy. This policy is implemented as follows: a) annually, the vp of operations and administration (vpoa) reviews the conflict-of-interest policy and confidentiality policy with vcf staff as part of its annual employee handbook updates. The policies are discussed, and staff complete the acknowledgement form indicating understanding of the policy. As part of this process, if staff identify any potential conflicts, there are guidelines and procedures provided in the policy. This data is used to ensure that the foundation is independent in its decision making. Every staff member is required to complete the forms. B) annually, the board reviews the policies with each director returning the signature of understanding page along with a list of identifying conflicts. Vp of finance provides a summary to audit committee to ensure conflicts are disclosed and proper abstaining occurs. C) new staff and board members are informed of these policies as part of their orientation materials and return the acknowledgement of understanding and potential conflicts to human resources. D) at each board meeting, board members disclose any conflicts and abstain from voting and/or leave the meeting as appropriate.”

“The chair of the vcf's board of directors reviews the president/ceo's compensation annually. The chair uses a robust review process of the president/ceo's performance, including interviewing key staff and external stakeholders. Working with the vpoa and vice-chair, the chair reviews annual compensation survey data from various sources (e.g. Council on foundations and comparable vermont based non-profits) to benchmark the compensation range and/or any adjustments. For senior management, compensation is established by the president and vpoa by reviewing market ranges for each role using multiple sources for the same or similar positions. A third party conducts a comparative market analyses every two years for all roles in the vcf. Compensation ranges are set and communicated with staff through a regular performance management program. Review of all compensation discussion is documented and approved by the board as part of the budgeting process. The process described here was last completed in 2024.”

“The foundation posts its audited financial statements, irs 501(c)(3) determination letter, conflict of interest policy and form 990 on its website at www.vermontcf.org. The foundation provides its articles of incorporation, bylaws, and form 1023 upon request.”

“Prior year grant adjustments 307,453.”