Philabundance

“The executive committee consists of the officers, the immediate past chair (if any), the chairs of the development committee, the governance committee, the operations and program committee, and the founder of the organization. The executive committee may act on behalf of the board in the absence of a board meeting. The executive committee shall not have any power and authority as to: (1) the filling of vacancies in the board; (2) the adoption, amendment or repeal of the bylaws or articles of incorporation; (3) the amendment or repeal of any resolution by the board; and, (4) any matters required by the bylaws or a resolution of the board to be acted upon by either the board as a whole or by another committee of the board.”

“The organization was the victim of a cybercrime in which an unauthorized third party accessed the organization's system, identified an outstanding vendor invoice, and fraudulently posed as the vendor to request a wire transfer in payment of the invoice in the amount of $923,553. The organization authorized the wire transfer not knowing it was fraudulent and directed the payment to the account of the unauthorized party and not the vendor. The theft was uncovered when the vendor contacted the organization for payment of the invoice. The organization has worked with outside counsel and data security consultants to conduct an internal investigation and develop a corrective action plan to help prevent a similar occurrence in the future. Among other actions, the corrective action plan includes updated policies and procedures with respect to wire transfers, increased training for employees with finance-related responsibilities, enhanced cyber security controls, and annual cyber security training for all employees. The organization also turned the matter over to law enforcement officials and is working with its insurance carrier to recover as much of the funds as possible.”

“The form 990 was prepared by an independent accounting firm and reviewed by the organization's management and board of directors prior to filing with the internal revenue service.”

“The conflict of interest policy applies to current and prospective employees, independent contractors, and persons acting on behalf of the organization, i.e., board members. For non-board members, any conflict of interest, potential conflict of interest, or the appearance of a conflict of interest is reported to the executive director/ceo and/or the head of human resources. Senior management has the final responsibility of resolving non-board member conflicts. For board member conflicts, the minutes of the governing board and all committees with signatory authority shall contain: (1) the names of the persons who disclosed or otherwise were found to have an actual or possible conflict of interest, the nature of the conflict of interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed; and (2) the names of the persons who were present for discussions and votes relating to the transaction or arrangement that presents a possible conflict of interest, the content of the discussion, including any alternatives to the transaction or arrangement, and a record of any votes taken in connection with the proceedings. At a minimum, annual disclosure of actual or potential conflicts is required.”

“Compensation for the top management official is reviewed and approved by the board. In addition, the compensation review process includes the use of comparability data and requires contemporaneous substantiation of both the deliberation and the final decision. At this time the organization does not have any employees that meet the internal revenue service definition of key employee.”

“The organization makes its financial statements available on its website. The governing documents and conflict of interest policy are available to the public upon request.”

“The loss on loan financing of $5,039,250 reported by the organization has been offset by a gain of $6,840,000 reported by f&s chester, re, inc., a related organization.”

“Change in beneficial interest -205. Reversal of fy19 land donation -627,052.”