Wescom'S Wecare Foundation

“Vacancies on the board of directors may be filled by (1) election by the board or, if the number of directors then in office is less than a quorum, by (a) the unanimous written consent of the directors then in office, (b) the affirmative vote of a majority of the directors then in office or (c) a sole remaining director; and (2) final approval by the president of the credit union. The board may not fill vacancies occurring in the board by reason of the removal of directors, such vacancies may be filled only by approval of the credit union employees. Credit union employees may elect a director at any time to fill any vacancy not filled by the directors. If the board of directors elects a director to fill a vacancy, the director so elected shall hold office only until the next annual meeting at which time the credit union employees shall elect a director to hold office until the expiration of the term for which elected. If the credit union employees elect a director to fill a vacancy, the directors so elected shall hold office until the expiration of the term for which elected.”

“The governing body has not delegated broad authority to any committee to act on its behalf.”

“The form 990 review process starts with the foundation staff and finance committee working together to prepare the materials required to complete form 990. The materials are provided to the wescom credit union finance department, and they work with the accounting firm to complete form 990. Once satisfied with the completion of form 990, the draft will be made available to the board of directors for review and approval. The form will be signed by wescom credit union vice president/controller and filed with the internal revenue service.”

“Conflict of interest forms are distributed to all members of the board of directors of the wescom foundation. The forms are signed by board members and then collected and reviewed by the governance committee and director of the wescom foundation. Items of note (if any) are brought to the attention of the governance committee for follow-up.”

“Governing documents and financial statements are made available to the public upon request.”

“As a related entity outlined in schedule j, all members of the foundation's board of directors and foundation staff will have compensation information listed in part vii section a. The executive director maintained 70% of his time as executive director for wescom foundation and 30% as an employee for wescom central credit union. Though the board of directors serve on a volunteer basis and receive zero compensation from the foundation, they are paid employees of a related, tax exempt entity and, hence, do not fall under the volunteer exception. As such, the foundation is reporting each board member's compensation received from the related organization during the tax year.”