Higley Fund of the Cleveland Foundation

“The higley fund is an ohio nonprofit corporation. As such, it has members who have the right under ohio state law and the organizing instruments of the corporation to participate in its governance.”

“The higley fund has two classes of members, public members, and donor members, who appoint the organization's board of trustees. The public member of the higley fund is the cleveland foundation. The public member is entitled to elect three (3) trustees, which constitutes a majority of the organization's total number of five (5) trustees. The donor member or an individual appointed by the donor member is entitled to elect two (2) trustees, or a minority of the organization's total number of trustees. Form 990, part vi, section a, line 8a: under the ohio nonprofit corporation law, members have the ability to approve certain key actions undertaken by a nonprofit corporation including merger of the corporation, sale, transfer, or other disposition of substantially all the assets of the corporation, amendment of the corporation's articles of incorporation or code of regulations and dissolution of the corporation, among others. The members of the higley fund have no additional special rights of approval of the actions of the board of trustees.”

“The higley fund has no committees with authority to act on behalf of the board.”

“Staff of the cleveland foundation prepares the form 990. The form 990 is reviewed by an officer of the cleveland foundation and one or more officers and trustees of the higley fund.”

“Line 12a, 12b, 12c, 13 and 14: the higley fund is a supporting organization of the cleveland foundation. Activities of the cleveland foundation's supporting organizations are subject to policies for supporting organizations the cleveland foundation has in effect from time to time to ensure its supporting organizations operate in a manner consistent with governing tax exemption principles. Without limiting the generality of the foregoing, supporting organizations are required to follow each of the conflict of interest, document rentention, and whistleblower policies maintained by the cleveland foundation, unless the board of the supporting organization (which in all cases is controlled by the cleveland foundation) adopts a functionally equivalent policy expressly in place in one of the foregoing policies. The higley fund follows these policies of the cleveland foundation. Except in the limited cases noted below, trustees and officers with a conflict of interest under the policy, must (i) disclose their potential conflict of interest at the meeting; (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 where trustees or officers have certain limited potential conflicts of interest with a proposed grant recipient, the trustee or officers must: (i) disclose their potential conflict of interest at the meeting; and (ii) abstain from voting on the matter.”

“A and b: the higley fund has no employees and does not compensate its trustees and therefore does not maintain a process for determining compensation.”

“The higley fund is a supporting organization of the cleveland foundation. Per generally accepted accounting principles, the cleveland foundation financial statements are prepared and audited on a consolidated basis and include the supporting organizations. The supporting organizations are recognized in the footnotes disclosure in the statements. The cleveland foundation consolidated financial statements are available for review on the foundation's website. The higley fund form 990 is also available upon request.”

“The higley fund is a supporting organization of the cleveland foundation. Consequently, some of its officers are employees of the cleveland foundation, compensated by the cleveland foundation.”

“Payment to defray operational costs paid by supporting organizations: back office support, such as, accounting, financial, and tax reporting.”