The Immerman Foundation

“Two classes of voting members: (a) the federation member which has a majority of the member voting power and is the jewish federation of cleveland ("federation"), the supported organization( hereafter "supported organization"), and (b) donor member(s) - individuals who have in the aggregate a minority of the member voting power.”

“The federation member elects a majority of the board of trustees; the donor member(s) elect a minority of the board of trustees.”

“If a majority of the board present at a meeting are not federation elected trustees, any actions taken by the board at that meeting are not effective until approved by the federation member. Under state law, members must approve any dissolution action adopted by the board and any board approved sale or other disposition of substantially all of the foundation's assets.”

“Form 990 is emailed to each officer/trustee for review before filing. Form 990 is prepared by the supported organization's staff and then, before filing, is reviewed by the foundation's treasurer or assistant treasurer (both of whom are also assistant treasurers of the supported organization). The circulated copy does not inlcude schedule b contributors, if any, or compensation paid by the supported organization. Compensation information is made available upon request.”

“Every trustee, officer, board member, committee member and employee in a position to influence, provide non-public information or vote on foundation policies or expenditures, (a 'key individual') is required to sign a statement acknowledging and agreeing to the terms of the conflict of interest policy prior to employment or serving on the foundation board or key committee. The conflict of interest policy is reviewed with trustees annually at a foundation board meeting. In addition, any new key individual is provided a copy of the policy upon commencement of his or her position as a key individual and is required to sign and deliver to the foundation a statement acknowledging and agreeing to the terms of the policy. A copy of the policy is sent annually to all key individuals. The federation (supported organization) endowment department personnel are responsible for maintaining copies of signed statements and following up to ensure that a statement is obtained from each key individual. The treasurer of the foundation (who is also cfo of the supported organization) is responsible for monitoring conflict situations, if any. If a board member has an interest in a transaction, he or she is required to disclose and not vote.”

“Form 990, part vi, section b, line 15a and 15b: not applicable. The foundation has no employees and does not compensate its trustees and/or officers and therefore does not maintain a process for determining compensation.”

“Governing documents, conflict of interest policy and financial statements are not made available to the public.”

“Audited financials and audit committee: the foundation is included in the audited consolidated financial statements of the federation, the supported organization. The federation's audit committee, comprised of independent volunteers, recommends the independent accountants to the federation's board of trustees which must approve the appointment. The audit committee provides oversight of the audit and reviews the audited financial statements with staff and the independent accountants prior to issuance. The audit committee also meets independently with the independent accountants to discuss the audit process.”