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.”

“Arthur p. Ziegler and michael sriprasert are members of two llcs, one that owns and operates an eight unit apartment building in bellevue, pa, and the other of which owns a five unit apartment building in bellevue, pa.”

“The phlf bylaws were amended september 16, 2020 to provide, among other items, that: 1. Members and trustees may contribute time and effort in lieu of financial contributions in such manner as the board may from time to time establish. 2. The maximum number of trustees was increased from 25 to 26. 3. Election of trustees shall be by voice vote unless a secret ballot is requested by those trustees in attendance at the meeting called for such election. 4. Nominating committee members must be trustees. 5. Quorums for board and committee meetings shall be 1/3 of the current members of the board or committee. 6. The compensation committee may include trustees or directors of the subsidiaries of phlf. 7. The compensation committee may only enter into contracts of employment with the president and such other employees as are recommended by the president. 8. The recommendations of the compensation committee shall be incorporated in the annual budget for review and approval by the trustees. 9. The finance committee was renamed the budget committee and is responsible recommending targets for and overseeing revenue, expenses, cash flow and capital investments of the corporation and its affiliated corporations as well as overseeing preparation of and making recommendations regarding the budgets of the corporation and the affiliated corporations. 10. The secretary, assistant secretary, treasurer and assistant treasurer may utilize staff of the corporation in the execution of their duties. 11. The vice president and assistant treasurer were added as authorized signatories for checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money.”

“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, the form 990 is sent to the phlf board trustees for review, comment and/or revision up to a certain date.”

“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.”