Shrm Foundation Inc.

“The foundation has a strategic partnership agreement with the society for human resource management (shrm) whereby shrm provides management and administrative support services for the foundation. Shrm services consist of those typically provided by a cfo, including in pertinent part: preparation of monthly financial statements, oversight of the annual audit, tax return preparation, investment assistance, and advice and counsel on finances. In addition, the foundation has agreed to adhere to shrm administrative and financial processes and policies (e.g., purchasing, document retention, and contract approval). Under this agreement, the foundation budget is prepared in consultation with shrm.”

“Approved october 2015 and effective as of october 2016: 1) board vacancies will be filled for the unexpired term by nomination of the governance committee, with input from the chair, and a vote of a majority of the remaining voting board members. 2) votes on any matter can be conducted by mail or email. Such votes require unanimous approval by board directors and the mailed/emailed votes are to be filed with the records of the foundation. 3) whenever any notice is required to be given under the articles of incorporation or these bylaws, individuals may waive the required notice by doing so in writing; presence at the meeting without objection also constitutes a waiver of notice.”

“The society for human resource management (shrm) president/ceo, or his designee, shall be a voting ex officio director on the foundation's board. The shrm board is required to elect the remaining foundation directors.”

“The foundation's federal form 990 is reviewed by the accounting staff of the society for human resource management (shrm), including the controller and cfo, the executive director of the foundation, and the treasurer of the foundation's board. Such reviews take place upon receipt of the draft federal form 990 prepared by the independent public accounting firm that conducts the financial statement audit of the foundation. The review involves a check of all narrative information for accuracy and completeness and a comparison of financial data with the audited financial statements and the books and records of the organization. Additionally, all members of the board have the opportunity to review the form. Prior to filing the federal form 990 with the internal revenue service, a complete copy is provided to all voting members of the foundation's board of directors.”

“The board's conflict of interest policy provides the following procedures for addressing potential conflicts of interest that may require board or committee action, such as: 1) the interested person must disclose all facts material to the conflict of interest and such disclosure must be reflected in the minutes of the meeting where such matter is being reviewed; 2) the interested person is prohibited from participating in discussions except to disclose material facts and respond to questions; 3) such person shall not attempt to exert his or her personal influence with respect to the matter either at or outside of the meeting; 4) such person may not be present to hear the board or committee discussions on the matter; 5) such interested person is precluded from voting on the matter and such person's presence may not be counted in determining the presence of a quorum for purposes of the vote at the meeting; 6) such person may not be present during the vote unless the vote is by secret ballot; and 7) such person's ineligibility to vote should be reflected in the minutes. The shrm employee code of conduct applies to all shrm foundation employees; and all shrm foundation employees receive a copy of the code of conduct and return an acknowledgement to the shrm hr department that they understand and will comply with the code of conduct. Section iv(k) of the code of conduct sets forth the conflict of interest rules applicable to all employees. It is shrm foundation's intent to avoid impropriety in all of its decisions and actions. The code of conduct requires employees to avoid transactions, activities and relationships which place personal interest in conflict with shrm foundation's; not to use organizational assets or their position at shrm foundation for personal use or gain; not to accept gifts from vendors unless within the specified gift guidelines in the code. Employees are informed that actual or potential conflicts of interest may go beyond dealings with customers, vendors or suppliers. Conflicts may also involve dealings with managers, subordinates or other staff members. If a conflict or potential conflict arises, employees under the policy may consult with their supervisor, their department head, svp or human resources. At minimum, if an employee or his/her immediate family member has an interest in a vendor the employee is required to disclose such conflict of interest to their executive director (or svp if they are an executive director) and the employee must not be involved in the selection, management or oversight of such vendor. In addition, all contracts over $10,000 are required to be reviewed by the general counsel's office and to be presented to general counsel under a completed contract routing form. The contract routing form requires the individual who initiates the contract to comment on personal relationships or friendships with the vendor.”

“Compensation of the executive director at the shrm foundation was approved by shrm's chief human resources officer in consultation with the foundation's board chair. Relevant comparability data from an independent consultant was used. Compensation amounts are directly linked to the individual's performance.”

“The foundation will make its governing documents, conflict of interest policy and audited financial statements available to the public upon request.”

“Grant services: program service expenses 332,997. Management and general expenses 0. Fundraising expenses 0. Total expenses 332,997. Production services: program service expenses 41,378. Management and general expenses 0. Fundraising expenses 0. Total expenses 41,378. Payroll services: program service expenses 0. Management and general expenses 46,920. Fundraising expenses 0. Total expenses 46,920. Fundraising services: program service expenses 0. Management and general expenses 0. Fundraising expenses 7,836. Total expenses 7,836.”

“Pension-related charges other than net periodic pension cost -138,040.”