San Diego Public Library Foundation

“The audit committee will review the form 990 and send to the board of trustees for comments before the 990 is filed.”

“Duty to disclose: 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 trustees and members of committees with governing board delegated powers considering the proposed transaction or arrangement. 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 governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. Procedures for address the conflict of interest: an interested person may make a presentation at the governing board or committee meeting, but after that 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 governing board or committee shall, if appropriate appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board or committee shall determine whether the organization 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 the circumstances which does not produce a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested trustee whether the transaction or arrangement is in the organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its own decision as to whether to enter into the transaction or agreement. If, after hearing the member's response and after making further investigations warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflicts of interest, it shall take appropriate disciplinary and corrective action.”

“The ceo compensation committee uses comparability data and other information to determine the ceo's compensation.”

“Documents are made available upon request.”

“The articles of incorporation, by laws, and financial statements are available to the public upon request. The financial statements are also posted to sdplf's website.”