The Cleveland Foundation

“Mr. Moreno, a director, and mr. Dolan, a director, disclosed a business relationship.”

“The cleveland foundation is a community foundation comprised of multiple trusts and ohio nonprofit corporations, all of which are treated as one tax exempt charity for federal tax purposes. The nonprofit corporations that are part of the cleveland foundation each have members who are the same individuals who from time to time are serving as directors of those organizations. The members have a right under their respective nonprofit corporation's governing instruments and under ohio nonprofit corporation law to participate in the nonprofit corporation's governance.”

“The cleveland foundation is a community foundation comprised of multiple trusts and ohio nonprofit corporations, all of which are treated as one tax exempt charity for federal tax purposes. Under the instruments for the trusts, various members of the distribution committee of the cleveland foundation are appointed by designated public and civic official appointing authorities, various members are appointed by a committee of the trustee banks for the trusts and some members are appointed by the distribution committee itself. In the case of the nonprofit corporations that are part of the cleveland foundation, the members under ohio nonprofit corporation law are assigned the authority to elect the directors; however, these directors must be the same individuals appointed from time to time to serve as distribution committee members under some of the trusts that are a part of the cleveland foundation.”

“Management prepares the form 990, then reviews the prepared form 990 with its outside auditors and its outside counsel. The audit committee of the board of directors then meets to conduct a thorough review of the form 990 and all schedules. Members of the organization's management, representatives of its outside auditors, and its outside legal counsel are all present at the audit committe meeting. Following the meeting, a copy of the return is provided to all members of the board of directors prior to the return being filed with the irs.”

“The cleveland foundation maintains a conflict of interest policy governing the participation of the foundation's members, directors, committee members, distribution committee members (collectively "directors") and officers in matters in which they may have a conflict of interest. The cleveland foundation maintains another conflict of interest policy governing employees and staff. The conflict of interest policy for directors and officers requires an annual disclosure statement listing potential conflicts by each of the foundation directors and officers. These disclosure statements are kept by the foundation's corporate secretary. Before each meeting, using the annual disclosure statements, the corporate secretary provides to all directors and officers a list of the conflicts presented at that meeting based on the matters set on the meeting's agenda. Directors and officers are also asked at the meeting to report any new potential conflicts in addition to those identified by the corporate secretary. Except in the limited case noted below, directors and officers with a conflict of interest under the foundation's policy, must: (i) disclose their potential conflict of interest at the meeting ( this is often already done by the corporate secretary); (ii) present any relevant information concerning the matter involving the conflict, if requested; and (iii) recuse themselves from the meeting for the discussion and vote on the matter presenting the conflict. In limited cases involving the approval of grant distributions by the foundation where directors or officers have certain limited potential conflicts of interest with a proposed grant recipient, the directors or officers must: (i) disclose their potential conflict of interest at the meeting (this is often already done by the corporate secretary); and (ii) abstain from voting on the matter. In addition to the foregoing, under the foundation's conflict of interest policy, no organization with which any director or officer is connected, directly or indirectly through family, business, or investment, may receive any special consideration whatsoever by the foundation for such organization's grant application, and no variation in the foundation's procedures or standards for processing grants shall be permitted for such organization.”

“The compensation of the cleveland foundation's ceo is set by the board, after receiving the report and recommendation of a subcommittee of the board and having a thorough discussion in executive session. The subcommittee of the board conducts a detail review of comparable data regarding compensation paid by similar community foundations and charitable organizations for positions functionally comparable to the ceo of the cleveland foundation. The subcommittee also reviews the ceo's employment contract, evaluates information about how well the ceo achieved his and the foundation's goals and consults, as necessary, with independent compensation consultants and the foundation's attorney. The subcommittee then reports to the board on the work completed and their recommendation for the ceo's salary. The board's decision is contemporaneously documented. The compensation of other officers or key employees of the cleveland foundation is also set by the board. Each year, the foundation's vice president of human resources compiles market data for the foundation's officer and key employee positions. The ceo reviews this information, completes an annual evaluation of the performance of each individual, and makes a recommendation to the finance and administration committee for annual adjustments to the officers and key employees' compensation. The committee considers and approves (or modifies and approves) the recommendations of the ceo in executive session. The recommendation of the finance and administration committee is then reviewed and approved (or modified and approved) by the board in executive session.”

“The cleveland foundation's audited financial statements and form 990 are available on the foundation's website. The foundation advises interested members of the public on its website that they may obtain copies of the foundation's conflict of interest policies for directors, officers, and staff by contacting the foundation's chief of staff/manager of governance and internal affair, and the website provides her phone number and a direct link to her electronic mail address. The foundation's website also directs interested members of the public to the appropriate section of the ohio secretary of state for the most recent version of the articles of incorporation for the corporate components of the foundation.”

“The cleveland foundation is a community foundation comprised of multiple trusts and ohio nonprofit corporations, all of which are treated as one tax exempt charity for federal tax purposes. A common governing body presides over the affairs of the trusts and the nonprofit corporations and is referred to as the board of directors of the cleveland foundation. The members of this body are reflected in part vii, section a, line 1a, of the form 990. In addition, several banks have certain powers and authorities under the trust agreements for the several component trusts of the cleveland foundation, but the banks would not be considered members of the cleveland foundation's governing body. Therefore, these banks are not listed as institutional trustees on the cleveland foundation's form 990.”

“Return of prior year grants 81,014.”