Kellermann Foundation

“The board of directors may, by a majority vote of directors, designate two (2) or more of its members (who may also be serving as officers of this corporation) to constitute an executive committee of the board and delegate to such committee any of the powers and authority of the board in the management of the business and affairs of the corporation, except with respect to: (a) The approval of any action which, under law or the provisions of these bylaws, requires the approval of the members or of a majority of all of the members. (b) The filling of vacancies on the board or on any committee that has the authority of the board. (c) The fixing of compensation of the directors for serving on the board or on any committee. (d) The amendment or repeal of bylaws or the adoption of new bylaws. (e) The amendment or repeal or any resolution of the board which by its express terms is not so amendable or repealable. (f) The appointment of committees of the board or the members thereof. (g) The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected. (h) The approval of any transaction to which this corporation is a party and in which one or more of the directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law. By a majority vote of its members then in office, the board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the board. The committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.”

“The changes to our programs as reported in Schedule O were discussed with our attorney, who reviewed that section of the Form 990. After his input was received, the entire Form 990 was reviewed by our board, with an opportunity for questions to be asked, and then voted on and approved by the board. The executive director and ex-officio board members also reviewed (but did not vote) the Form 990. Board advisors were invited to review the Form 990 if they so desired, but they did not participate in the vote. All of this occurred before filing.”

“Annual conflict of interest questionnaires are required to be completed by each board member, officer, senior management, and any related entities. Potential and ongoing conflicts are reviewed by the board to determine whether they are in the best interest of the Organization and do not violate any laws. Those with any approved conflicts are excused from board deliberations and voting.”

“These documents are available upon request.”

“The board of directors reviewed comparability data for a limited number of similar positions in California and Texas, by which they determined the executive director's salary for 2010-2013. In December 2013, to determine the executive director's 2014 and 2015 salary increases, the board reviewed data from the following sources: Community Council of Greater Dallas: DFW 2013 Nonprofit Salary & Benefits Survey; Texas Association of Nonprofit Organizations: The Compensation Report 2012; The NonProfit Times Salary and Benefits Survey, Feb. 1, 2013; GuideStar Compensation Report 2013 (sample). The discussion was covered in conference calls and emails only, but no documentation was formally approved. The organization intends to document and approve these discussions in future years.”

“The effective date of the Organization's tax exemption was September 29, 2004. Since then, it has grown in size significantly from a small start-up to a successful operation. In the process, it has undergone some change in the form, but not the substance, of its program services.The narrative on its Form 1023 indicated that the Organization would be "funding the Kellermann Medical Missionary" and that funds would be "used by Dr. Kellermann to provide medical/educational assistance to the Batwa Pygmies in Southwest Uganda." The Form also indicated that the Organization would not make grants.The growth of the Organization and the variety of programs available for funding have caused the Organization to fund education, medical services, and economic development and assistance for the Batwa Pygmies in Southwest Uganda. Funds are no longer used only by Dr. Kellermann but are now provided as grants directly to Ugandan entities. These entities are not registered in Uganda as NGOs (non-governmental [charitable] organizations). Instead, they are independent organizations that work under the purview of the Anglican Church of Uganda to help fulfill the Church's overall mission of outreach, poverty alleviation, and healthcare. However, these entities are not considered religious institutions. Funds are also occassionaly used to provide assistance to individuals who are providing such services there on religious mission trips.These changes do not affect the essence of the Organization's mission. Though the methods of accomplishing it differ in form from the activites disclosed on its Form 1023, these changes have merely resulted from "learning on the job" regarding the most effective way to carry out the mission.”