Matthew Shepard Foundation

“The board of directors, by resolution adopted by a majority of the directors, may designate one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in said resolution and not restricted by law, shall have and exercise the authority and act on behalf of the board of directors in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed upon it or him/her by law.”

“The 990 is distributed to key staff members and the finance committee for initial review. After this review, the form 990 is reviewed with the auditor and board members to ensure accuracy prior to being filed.”

“All board members and officers are required as a matter of policy to disclose any conflict of interest or potential for a conflict. A director who does not plan to attend a meeting at which he or she has reason to believe that the board will act on a matter in which the person knows he or she has a conflict of interest shall disclose to the president all facts material to the conflict of interest. The president shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting. If the person having the conflict of interest is the president, then the required disclosure shall be made to, and the required report to the board shall be made by, the vice president or another officer. Responsible persons who are not directors of the foundation, or who have a conflict of interest with respect to a contract or transaction that is not the subject of board action, shall disclose to the president any conflict of interest that such responsible person knows he or she has with respect to the contract or transaction. The responsible person shall refrain from any action that may affect the foundation's participation in the contract or transaction. The president shall determine whether the conflict of interest should be reported to or acted on by the board, and shall make a written record of the disclosure and the decision on whether to bring the matter to the board. If the matter does not require board consideration, the president may address the matter. If it is not entirely clear whether or not a conflict of interest exists, then the individual with the potential conflict shall disclose the circumstances to the president, who shall determine whether there exists a conflict of interest that is subject to this policy. The board shall review each conflict of interest that is reported to it, and may approve the affected contract or transaction if the material facts as to the contract or transaction and the conflict of interest are fully disclosed or known to the board and the board approves the contract or transaction in good faith by the affirmative vote (without counting the interested director) of a majority of the entire board at a meeting at which there is a quorum present, again without counting the interested director. A responsible person who knows he or she has a conflict of interest shall not participate in the board's discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting. The chair shall provide an opportunity for the board to discuss the matter without the person who has the conflict of interest present. The person known to have a conflict of interest may not vote on the contract or transaction. The chair has the power to require the interested person to leave the room while the vote is taken. The responsible person's ineligibility to vote and, if applicable, absence from the meeting during the vote shall be reflected in the minutes of the meeting. Conflicts of interest involving committee members will be handled using the same procedures in the committee as are described in this policy for board conflicts of interest.”

“The organization has created an independent compensation committee to review the salaries of the board president and executive vice president. The committee consists of board members who are not in the shepard family. It collected salary compensation information from public sources for similar organizations and positions and evaluated and minuted its finding that the salaries were appropriate. The committee will meet annually to perform this responsibility. All other employees salaries are reviewed and set by the executive vice president during the annual budgeting process. The process described here was last completed in 2025.”

“Governing documents, policies and financial statements are available on request.”

“Consultants: program service expenses 185,694. Management and general expenses 242. Fundraising expenses 5,768. Total expenses 191,704.”

“The process for oversight and selection of an independent accountant has not changed from the prior year.”