Virginia Gildersleeve International Fund

“Members shall be those persons who support the stated purposes and goals of vgif and make an annual contribution. The minimum amount of such contribution shall be set by a two-thirds vote of the board of directors, with notice sent to all members. Honorary members shall be those persons who have made outstanding contributions to the corporation to advance its purposes, and have been so selected by a three-fourths (3/4) vote of the board of directors. Group members shall be three or more persons who combine their contributions to make a donation at least annually as a single entity. All individual members, including honorary members, may participate in all membership affairs. They may vote at the annual meeting either in person or by written proxy, whenever permitted by the certificate of incorporation and the laws of the state of new york. Group members shall be entitled to one vote for the group as a whole. Any member, except an honorary member, who fails to make an annual contribution for three consecutive years will, after due notice, be removed from the membership list by the executive director. The executive committee may make exemptions in exceptional cases.”

“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 executive director 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: the executive committee is charged with the responsibility to prepare executive director compensation recommendations for discussion and approval by the full board. To prepare recommendations on executive director compensation in 2018, the executive committee asked all board members to complete questionnaires concerning executive director's performance. Staff and vgif principal contractors (our accountants, auditors and strategic planning consultants) also completed short questionnaires. In addition, the executive committee also reviewed the performance report submitted by the executive director. Finally, the board consulted the 2018 association salaries and staffing trends report from pnp staffing group. With this information on hand, the board president convened a meeting of the executive committee on october 15, 2018 to review the materials and discuss specific recommendations on the matter of executive director's compensation. Following this meeting, the executive committee provided written recommendations on executive director compensation for the board's consideration. During the executive session of the october 2018 board meeting, the full board discussed the written recommendations of the executive committee on executive director compensation and voted on the 2019 compensation for the executive director.”

“The organization makes its form 990 available for public inspection as required under section 6104 of the internal revenue code. It is posted on new york state attorney general, 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 at 11 broadway, room 510, new york, ny 10004 or by calling the organization directly at 212-213-0622.”

“Vgif provides grants and partnership to local grassroots organizations in developing economies which improve the lives of women & girls. The outcome of grants is improvement of the lives of women and girls, their families, communities, and ultimately their regions and countries.”

“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.”