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.”

“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, 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 previous 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 budgets as formally approved and documented by the board for the subsequent years, including 2021.In July 2021, the board created an Executive Compensation Committee (Committee) to review compensation for the new executive director. The Committee reviewed data from the Nation Council of Non-Profits, the Foundation Group, The Council on Foundations, Economic Research Institute, and Guidestar to determine the methodology and process for determining fair executive compensation. From there, the Committee reviewed data from all Texas non-profits and Texas foundations based on data received fromOpen990. Taking this data and limiting it to comparably-sized organization, the Committee determined that there are 25 Texas foundations and 95 Texas non-profits with assets less than $2,000,000 and that had revenues between $1,000,000 and $2,000,000. Based on the executive's experience level, the Committee determined to set the compensation level just below the average for these 120 comparable organizations. The results were submitted to the Board, and the compensation was approved by the Board.”

“There are no such paid individuals.”

“These documents are available upon request.”

“Prior period adjustments (no material effect on Sch. A) = -$175000”