United States Space Foundation

“Delegation of authority to an executive committee the board of directors shall designate and appoint an executive committee, which shall consist of no less than three directors and no more than six, including the chairperson and the vice chairperson, secretary and treasurer of the corporation, which unless otherwise specified by the board of directors, shall have and exercise the authority of the board of directors in the management of the corporation during the intervals between meetings; provided, however, that such committee shall not have the authority of the board of directors in reference to amending, altering, or repealing the bylaws; electing, appointing, or removing any director of the corporation; amending the articles of incorporation; adapting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefore; or amending, altering, or repealing any resolution of the board of directors which by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee 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 by law.”

“Family or business relationships James Ellis and Richard Ambrose have a business relationship.”

“Changes to the organization's governing documents Article III of the Bylaws was amended by adding a new section 3.2.1, as was the SIXTH Article to address the addition of a new second class director designated as the new generation director. Article III, Section 3.12 was amended to address change in board member status, and Article III, Section 3.2 was amended by adding verbiage to address the possibility of extending the term of a director or officer by a majority vote.”

“Form 990 Review Process The annual IRS Form 990 is prepared each year by the foundation's independent audit firm from relevant information provided by the foundation's team members. The CFO reviews the first draft of the 990 Tax Return and returns it with corrections, edits, or comments to the audit firm. After review and revision by the audit firm, the CFO forwards an updated draft to the Finance Committee of the Board of Directors for review. After review and approval by the Finance Committee, the preparer (audit firm) finalizes the tax return for filing and provides a copy of the final Form 990 to the CFO. The CFO provides a copy of the final Form 990 (in paper or electronic form) to each member of the Board of Directors. After the CFO and/or the audit firm (as necessary) adequately address any questions or issues raised by any members of the Board of Directors with respect to the final Form 990, the CFO signs the return and files with the IRS by appropriate means (mail, electronic filing, etc.)”

“Describe how conflict of interest poliy is monitored & enforced Board members and disqualified persons are covered by the conflict of interest policy. The CFO reviews reported conflicts and brings them to the attention of the Chairman of the Board. The individual will recuse him/herself from discussion and voting on any matter where a conflict is identified.”

“Describe process for determining officer & key employee compensation The compensation committee of the board consults with an outside contractor who conducts a market survey. All deliberations are documented in the meeting minutes and copies are kept in employee files. The last compensation study was conducted in 2016 for all officers and key employees.”

“Describe how documents are made available to the public The governing documents, conflict of interest policy, and financial statements may be provided to the public upon request.”