Pittsburgh History & Landmarks Foundation

“Pursuant to the pittsburgh history & landmarks foundation's (phlf) by-laws, phlf has an executive committee consisting of five to ten trustees elected by the phlf board of trustees with the president serving as a non-voting ex-officio member of the executive committee. The executive committee has and may exercise all the powers and authority of the phlf board between meetings, but does not have the power of authority as to the following: (a) fill vacancies on the board of trustees; (b) adopt amendments to, or repeal the phlf by-laws; (c) amend or repeal any resolution of the phlf board of trustees; or (d) take any action on matters committed by the by-laws or a resolution of the phlf board of trustees to another committee of the phlf board of trustees.”

“The board of pittsburgh history & landmarks foundation (phlf) amended the bylaws of phlf to, among other things, provide that: the maximum size of its board of trustees be reduced from eighty (80) to twenty-five (25); the terms of trustees be reduced to two (2) three (3) year terms; staff may not serve as trustees; the quorum requirement for meetings of the board of trustees be increased from 10% of the trustees then in office to a majority of trustees then in office; the phlf audit committee be comprised of representatives of phlf and its affiliated corporations and be responsible for the financial reporting and disclosure for phlf and its affiliated corporations; the phlf finance committee be established to supervise and make recommendations concerning the budgetary process for phlf and its affiliated corporations and supervise the overall financial condition of phlf and its affiliated corporations.”

“Pursuant to the phlf's by-laws, phlf may have members such as individuals, organizations, institutions, and corporations, as may be accepted from time to time by phlf as members in accordance with the procedures established from time to time by the phlf board of trustees. At the end of 2012, phlf had about 2,079 members.”

“The phlf audit committee meets to review, discuss, and approve the final draft of the form 990. Following approval by the phlf and affiliates audit committee and prior to submission of the form 990 to the irs, drafts of the form 990 are sent to the phlf executive committee for review, comment and/or revision up to a certain date. Copies of the final form 990 are also provided to phlf trustees prior to filing.”

“Trustees are required to complete and submit to phlf a conflicts disclosure statement on an annual basis pursuant to phlf's conflict of interest policy. The conflicts disclosure statement includes information needed to identify actual and potential conflicts such as current employer, significant investments, positions on other organization/corporation, and information of family members. The completed conflicts disclosure statements are reviewed and retained by the general counsel.”

“The compensation of the highly compensated employees and raise percentages are reviewed by phlf's compensation committee. The compensation committee uses a number of methods to establish compensation and percentage raises such as conferring with outside counsel and considering an employee's performance.”

“All governing documents, the conflict of interest policy, and audited financial statements of phlf are made available to the public by contacting the accounting department to schedule a time during regular business hours to review those documents. If appropriate, the information may be mailed or e-mailed to an interested party for review.”

“Preservation fees: program service expenses 936,738. Management and general expenses 0. Fundraising expenses 0. Total expenses 936,738. Graphic design fees: program service expenses 30,687. Management and general expenses 261. Fundraising expenses 88. Total expenses 31,036. Architectural design fees: program service expenses 35,092. Management and general expenses 0. Fundraising expenses 0. Total expenses 35,092. Other professional fees: program service expenses 78,824. Management and general expenses 21,177. Fundraising expenses 17,845. Total expenses 117,846.”

“Transfers - net -3,011,038.”

“Aggregate contributions: conservation easements date of contribution: 01/12/2005 goods or services provided in return for contribution: none, aside from annual monitoring service for which pittsburgh history and landmarks foundation was seperately compensated. Note: the statement above was previous attached to schedule b of the amended form 990 filed by the pittsburgh history and landmarks foundation on or about october 11, 2011, for its tax year ending december 31, 2005, and is provided herewith in accordance with irc section 170(f)(8)(d) which allows a donee organization to provide substantiation with "a return".”