The Pittsburgh Promise Foundation

“The executive committee shall have and may exercise, during the intervals between meetings of the board of directors, all of the powers of the board of directors except that the executive committee shall not have the power to amend or repeal these bylaws or to adopt new bylaws; to fill vacancies in, change the number of, or remove members of the board of directors; or to dissolve, remove members or change the number of, or fill vacancies in the executive committee, or to amend or repeal any resolution of the board of directors which by its terms shall not be amendable or repealable. It shall be the duty of the executive committee to supervise the operations of the corporation between meetings of the board.”

“Anne lewis, debra kline demchak and elisabeth schroeder = business relationship mark laskow and james taylor = business relationship”

“At least 2/3 of the trustees will be appointed by the pittsburgh foundation board of directors. Ex-officio permanent director positions include the superintendent of the pittsburgh public schools, the mayor of the city of pittsburgh, and a representative of the university of pittsburgh medical center appointed by the chief executive officer of upmc.”

“The audit committee of the pittsburgh foundation is charged with the responsibility of reviewing the forms 990 on behalf of all supporting organizations and executes this responsibility prior to the filing of the returns with the internal revenue service. The organization's form 990 is reviewed internally by the promise's executive director and senior manager of development and a/p and the pittsburgh foundation's controller and senior accounting manager. A complete copy of the return is provided to all the organization's board members.”

“The pittsburgh promise foundation adopted a written conflict of interest policy. The trustees of the pittsburgh promise foundation are required under the terms of the policy to disclose any potential or actual conflict of interest in connection with any financial transaction brought before the board. Board minutes clearly reflect the resolution of the perceived and/or actual conflict in accordance with the policy's provisions. Form 990, part vi, section b, lines 13 and 14: the pittsburgh foundation performs recordkeeping and other support services for its supporting organization, the pittsburgh promise foundation. These services are performed in accordance with internal control and policies and procedures that govern all operational activities of the pittsburgh foundation. Generally, the operational activities of the pittsburgh promise foundation share the policies and procedures of the pittsburgh foundation. The pittsburgh promise adopted its own conflict of interest, document retention and destruction, and whistleblower policies.”

“The executive director's compensation was determined and approved by the pittsburgh promise's board of directors. Annually the executive director receives a written perfomance evaluation from the executive committee. For all other employees, the executive director evaluates the position description and establishes a salary range for every job. The salary range is determined by benchmarking and comparing salary information for similar positions from similar organizations. A salary band structure is then determined using salary ranges developed from the information established above. The executive director then sets salaries which are subsequently approved by the board along with the annual budget.”

“All of the organizations governing documents, conflict of interest policy, and financial statements are on file in the offices of the pittsburgh foundation and are available upon request.”

“The audit committee of the pittsburgh foundation, as part of its shared services arrangement with the pittsburgh promise foundation, assumes responsibility for the oversight of the audit of the financial statements of the pittsburgh promise foundation as well as the selection of an independent auditor. This process has not changed from the prior year.”