Green Beret Foundation

“The following significant amendments were made to the bylaws on july 23, 2019: 1. Page 1, article ii, para. 1 - updated verbiage to "the board of directors may establish branch, or subordinate offices, to include the creation of chapters at such locations as may be required for the conduct of its business consistent with furthering the purposes of the foundation." 2. Page 2, article v, para. 1 - the ability for constituents was established, as opposed to members. "constituency in the foundation is open to individuals, foundations, and other organizations interested in the objectives for which the foundation was incorporated. The board of directors may establish classes of constituents such as "advisory board","sponsor", " spousal organizations". "associate", "contributing", "sustaining", "life", "corporate", "graduate", etc., to encourage and recognize contributions to and support of the objectives of the foundation. Constituency in the organization is open to all individuals regardless of race, color, creed, sex or national origin. The foundation shall have no members." 3. Page 3, article vii, para. 1 - changed required number of people on the board from no less than 2 and no more than 12 to no less than 3 and no more than 13. 4. Page 3, article vii, para. (d) - changes people who can call a special board meeting from the chairman, president, a vice-president, secretary, or any two board members to chairman and any two board members. 5. Page 4, article vii, para. 1(g) - adds the notion that only the chairman may nominate a director for reelection. 6. Page 4, article vii, para. 1 (h) - states that the chairman may offer the advisory board member or similar position to board members at the end of their term and that these persons will not have voting rights. 7. Page 5, article viii, para (a) - changes the officers of the corporation that were president, secretary, and chief financial officer to the officers of the board that are the chairman, secretary and treasurer. Eliminates other secondary positions. 8. Page 5, article viii, para (a) - gives the power to remove an officer to the chairman, where it previously lied with the entire board with a required meeting. 9. Page 5, article viii, para 1 (a) - makes the chairman the leader of the board, where previously they were subordinate to the president. The chairman was given the following duties, "the chairman shall lead the foundation with all the powers and duties usually appertaining to such office and shall preside at meetings of the foundation and of the board. The chairman shall see that all orders and resolutions of the board are carried into effect." 10. Page 6, article viii, para 1 (b) - makes the secretary position more prominent and gives them the following duties, "the secretary shall, under the direction of the chairman, issue notices for all meetings. The secretary shall cause the creation and maintenance of accurate and sufficient documentation to meet the legal requirements of the foundation. The secretary shall coordinate and maintain records on all voting of the board and its committees, keep minutes of all board meetings, and shall have charge of the seal and the corporate books, including appropriate minutes. In this capacity, a staff member of the foundation shall be specifically designated and will assist the secretary in carrying out such duties as the secretary shall require." 11. Page 6, article viii, para 1 (c) - changes the chief financial officer position to the treasurer, and simplifies the description of their duties to, "the treasurer shall act as chairman of the finance committee, under the direction of the chairman, and have the duty of oversight of all financial activities, monies and securities of the foundation, including the annual audit." 12. Page 6, article viii, para (b) - establishes the new position of green beret foundation officer as the chief executive officer with the following duties: a. Report to the chairman of the board of director”

“The executive director distributes the completed form 990 to the board of directors for review. If the board members have any questions, the executive director addresses those inquiries, per the previous year's return.”

“1. 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 board or executive committee. Any director may recuse himself or herself at any time from involvement in any decision or discussion in which the director believes he or she has or may have a conflict of interest, without going through the process for determining whether a conflict of interest exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or executive committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or executive committee members shall decide if a conflict of interest exists. An interested person may make a presentation at the board or executive committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairperson of the board or executive committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the board or executive committee shall determine whether gbf can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board or executive committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in gbf's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement. Each director, principal officer and member of a committee with board delegated powers shall annually sign a statement which affirms such person: a. Has received a copy of the conflict of interest policy, b. Has read and understands the policy, c. Has agreed to comply with the policy, and d. Understands gbf is charitable 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. 2. Each voting member of the board shall annually sign a statement which declares whether such person is an independent director. 3. If at any time during the year, the information in the annual statement changes materially, the director shall disclose such changes and revise the annual disclosure form. 4. The executive committee shall regularly and consistently monitor and enforce compliance with this policy by reviewing annual statements and taking such other actions as are necessary for effective oversight.”

“The executive director ("ed"), with the assistance of the director of finance, conducts research to identify fair and equitable compensation rates for the market that are commensurate with the job description, duties, and level of experience. As part of the regular budget cycle, the ed includes costs/titles for projected hires for the upcoming year and includes the results of the compensation research. The board of directors then approves or changes the budget and line items. For hires outside the normal budget cycle, the ed forwards the job description, offer letter, and supporting research to the board of directors for approval. The board then approves or makes a recommendation to change, then negotiates with the individual. Final approval of the compensation requires a vote of the majority of the board members.”

“Green beret foundation makes the governing documents, conflict of interest policy, and financial statements available to the public when requested by letter or e-mail. Green beret foundation then mails or e-mails those documents to the requester.”

“Green beret foundation 14402 blanco road san antonio, tx 78216 employer identification number: 27-1206961 for the year ending december 31, 2019 green beret foundation is making the de minimis safe harbor election under reg. Sec. 1.263(a)-1(f).”

“Green beret foundation changed accounting firms for the preparation of the form 990 during the 2019 filing period. As such, a change was made to the presentation of the contributions from fundraising to more accurately reflect the streams of support and comply with the irs form 990 guidelines. In an effort to maintain complete transparency, green beret foundation did not change the presentation of the support for the 2018 period. The organization will provide additional details and explanations upon request.”

“Other fees: program service expenses 267,190. Management and general expenses 93,665. Fundraising expenses 14,326. Total expenses 375,181.”

“The organization's process for assuming responsibility for oversight of the audit, review, or compilation of its financial statements and the selection of an independent auditor have not changed from the prior year.”