Virginia Gildersleeve International Fund

“Directors rebecca fairchild and babette bierman have a family relationship. Directors heather cousins and louise mcleod have a family relationship. Committee member fay kittelson and investment manager nancy vang have a family relationship.”

“During the annual meeting held on april 25, 2015, membership amended the by-laws to include an audit committee.”

“The fund was constituted as a membership organization. The members are those persons who support the stated aims and purposes of the fund and make an annual contribution of atleast $25. All individual members have the privilege of voting at the annual meeting.”

“At the annual meeting, the members shall elect the officers, members of the board of directors, and members of the nominating committee.”

“The bylaws may be amended at any annual meeting or special meeting of the membership called for that purpose by a two-thirds (2/3) vote of those voting, in person or by written proxy. At the annual meeting, the members shall elect the officers, members of the board of directors, and members of the nominating committee.”

“Virginia gildersleeve international fund has its form 990 prepared by an outside accounting firm. When the form 990 has been prepared, reviewed by management and audit committee and is ready to be filed with the internal revenue service, it is electronically sent to the board members of the organization for any comments. Any comments are then grouped, summarized and provided to the outside accountants. Each issue is documented and addressed until the return is finalized and approved for filing.”

“Vgif presents its conflict of interest policy each year at its annual meeting to all board and committee members. All board and committee members are required to sign and return vgif's conflict of interest policy each year that runs april through april. 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 governance board delegated power considering the proposed transaction or arrangement. Members of the board must also recuse themselves from voting if/when a conflict is present. After disclosure of the financial interest and all material facts, and after any discussion with the interest 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 members shall decide if a conflict of interest exists. The policy is applicable to board officers, director, and employees. At the start of each calendar year, the staff reviews the requirement and collects the signatures on the forms. When a conflict is declared, the interactions and decision making of each party is monitored. If applicable, parties would recuse themselves from related decisions.”

“Vgif used the following process for determining the compensation for the executive director: in connection with the hiring of the executive director in may 2013, a consultant was used to recommend a salary range for the position based on comparable organizations and positions. In 2015, the president of the board reviewed form 990s of comparable organizations to further support the recommended ranges. Based on this information, the president made a recommendation to the executive committee of the board regarding the executive director's current compensation. The recommendation was approved and contemporaneously documented. This process took place in april 2015.”

“The organization makes its form 990 available for public inspection as required under section 6104 of the internal revenue code. The return is posted on guidestar.org and other similar types of websites. In addition, the financial statements, conflict of interest policy, articles of incorporation, form 990, form 1023, and by-laws are available upon written request or by calling the organization directly. Our governing documents are also available through our website.”

“Vgif has a committee that assumes responsibility for oversight of the audit of its financial statements and selection of an independent accountant. This process has not changed from the previous year.”