Kellermann Foundation

“In accordance with the bylaws, the board of directors did, 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 certain critical matters requiring approval of the majority of board members, amending bylaws, filling vacancies on the board, determining compensation of directors, and similar.”

“The bylaws were amended to redefine board member positions and terms, name three corporate officers, and add a vice chairperson.”

“Prior to filing, the entire Form 990 was reviewed by our executive director, board of directors, and ex-officio board members via email with an opportunity for questions to be asked. It was then approved by a majority vote of directors.”

“Persons covered - Any director, principal officer, or member of a committee, or staff member with governing board delegated powers, who has a direct or indirect financial interest.Monitoring proposed or ongoing transactions for conflicts - An interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. Each covered person must annually sign a statement which affirms that such person has received, has read, and understands the Policy and agrees to comply with it.Dealing with potential conflicts and the level at which determinations of whether a conflict exists are made - 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.Dealing with actual conflicts, the level at which actual conflicts are reviewed, and restrictions imposed on the interested person - An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving 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 circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors 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.”

“In December 2013, to determine the previous executive director's salary, 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; and GuideStar Compensation Report 2013 (sample). The current executive director was asked about her salary during her employment interview and proposed a substantially lower figure to assist the Organization. This proposal was accepted and approved by the board, and the corresponding wages were included in the budget as formally approved and documented by the board in early 2019.”

“These documents are available upon request.”