Naval Postgraduate School Foundation Inc

“The board may, by a majority of the trustees then in office, provided that a quorum is present, designate one or more committees, each consisting of two or more trustees, to serve at the pleasure of the board. Membership of trustees in committees is determined by the board chair. Board approval will be required to invite any non-board member to serve on any board committee to which the board delegates authority to make and execute decisions without prior board approval. Persons who are not trustees may serve on committees not having the previously referenced delegated authority at the discretion of the committee chair. Committees shall have all the authority of the board with respect to matters within their area of assigned responsibility, except that no committee, regardless of board resolution, may: (a) take any final action on any matter which, under the california nonprofit corporation law, also requires approval of the trustees. (b) fill vacancies on the board of trustees or on any committee which has been delegated any authority of the board. (c) amend or repeal the bylaws or adopt new bylaws. (d) amend or repeal any resolution of the board of trustees which by its express terms is not amendable or repealable. (e) appoint any other committees of the board of trustees or the members of those committees. (f) approve any transaction (i) to which the foundation is a party and in which one or more trustees have a material financial interest; or (ii) between this foundation and one or more of its trustees or between the foundation and any person in which one or more of its trustees have a material financial interest.”

“The audit/finance committee shall have the responsibility for reviewing the foundation's form 990 (including all pertinent schedules). After the form 990 has been reviewed by the audit/finance committee and any revisions communicated to the preparer, it will be circulated to the full board for review and comments prior to filing with the irs.”

“The foundation requires all directors, advisors, volunteers and staff members to annually complete a conflict of interest disclosure form. Any potential conflicts are reviewed by the executive committee, which ensures that appropriate actions are taken to manage or resolve conflicts. Each director, advisor, volunteer, or staff member shall annually sign a statement which affirms such person: 1. Has received a copy of the conflict of interest policy, 2. Has read and understands the policy, 3. Has agreed to comply with the policy, 4. Lists all actual and apparent conflicts of interest, and 5. Understands the foundation is charitable organization and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. If at any time during the year the information in the annual disclosure statement changes materially, the director, advisor, volunteer, or staff member shall disclose such change and revise the annual disclosure form. The executive committee shall regularly and consistently monitor and enforce compliance with this policy by reviewing annual disclosure statements and taking such other actions as are necessary for effective oversight. If an appearance of impropriety or actual conflict of interest exist, appropriate actions will be taken, which will vary depending upon the particular facts. The director, advisor, volunteer, or staff member involved in the conflict situation must work cooperatively with the foundation to achieve a resolution of the conflict issues in the best interests of the foundation. Depending upon the nature of the conflict, this may include the director, advisor, volunteer, or staff member being removed from a position of decision-making authority with respect to the conflict situation or other more serious actions.”

“Determining reasonable compensation -the foundation shall satisfy the legal presumption of reasonableness set forth in the internal revenue code section 4958 regarding intermediate sanctions, by following these steps when determining the annual compensation for any foundation insider: -compensation arrangement shall be approved in advance by independent members of the executive committee. This group shall be composed of persons who do not have a conflict of interest with respect to the compensation arrangement. The members of the group can change depending upon the person whose compensation is under review. -before making the reasonable compensation determination, the executive committee group shall rely upon comparability data (comparability data includes compensation paid by comparable and similarly situated entities) in deciding whether to approve the compensation. -the executive committee members shall contemporaneously document in writing its basis for making its reasonable compensation determination. The foundation utilizes a worksheet that is completed by the group when it convenes, and the worksheet shall serve as the required written documentation for the following: -terms of the approved compensation and the date approved. -members of the executive committee group present during discussions on the compensation amount, those who voted and how they voted. -description of comparability data obtained and relied upon; how the data was obtained. -any actions by an executive committee member having a conflict of interest (e.g., disclosure of conflict of interest; recusal from the discussion) -the reasonable compensation discussion shall be undertaken by the executive committee members annually; the individual whose compensation is being discussed shall not be present during such discussions. The actions taken by the executive committee shall be presented for full board of trustees approval at its annual meeting in november. -the board determines and approves the compensation of the ceo. The individual whose compensation is being determined is not included in the approval process.”

“The governing documents, conflict of interest policy, and financial statements are available to the public upon request.”

“The process for selecting an independent audit has not changed from prior year.”