Barnabas Foundation

“The Executive Committee is a sub-committee of the board composed of 5 active board members that meet more frequently in between the semi-annual full board meetings. The Executive Committee has full authority to act on behalf of the board.”

“During a prior year and during the current tax year, the Foundation amended its Constitution as follows: Purpose: The Foundation clarified the language in its Purpose statement to more clearly reflect its existing exempt activities. Members: The Foundation added Charter Members as a class of membership. Charter Members are those organizations which were instrumental in the initial formation and promotion of the Foundation. Rights of Members: The Foundation updated the rights of its members to provide that Individual Members and Charter Members have the right to elect members of the Foundation's governing body. Board of Directors: The amended Constitution provided that the number of directors shall be between nine and fifteen. The amended Constitution further provided that directors shall serve for a three-year term, and that each director may be elected for no more than two consecutive terms. The subsequent amendment to the Constitution updated the minimum number of directors to ten. Rights of Foundation: The amended Constitution provides the Foundation with the right to serve as trustee of various trusts.”

“Barnabas Foundation has approximately 190 member organizations. There are three classes of members with different rights: 1. Individual members - Individual members are comprised of individuals elected to the Foundation's Board of Directors. These members have the authority to vote on the slate of directors once a year and approve the annual budget. 2. Charter members - Charter Members are comprised of organizations which were instrumental in the initial formation, funding, and promotion of the Foundation. These members, like Individual Members, also have the authority to vote on the slate of directors once a year and approve the annual budget. 3. Organization members - These members do not have the right to vote.”

“Barnabas Foundation's Individual and Charter members vote annually on an independent slate of directors. Directors are elected to a three year term with a second three year term option.”

“An Individual and Charter member meeting is held once each year in September to approve the annual operating budget and to receive a report from the Board and management on the prior year's activities. The Board is vested with all the powers of the Foundation and acts on behalf of the membership. Decisions by the Board are not submitted to the membership for approval.”

“The Foundation's top management official and top financial official each review the Form 990 prior to its filing with the IRS. The Foundation's governing body appoints the audit committee to review the Form 990, and a copy of the final Form 990 is also provided to the voting members of the Foundation's governing body prior to its filing with the IRS.”

“The Foundation's conflict of interest policy is distributed to each member of the Foundation's governing body, its officers and its key employees on an annual basis. Each such individual provides an annual disclosure statement certifying that: (1) they have no relationships or interests that present a conflict of interest, (2) they have one or more conflicts of interest that have been fully disclosed as required by the policy and have been properly administered in conformity with the policy, or (3) they have previously undisclosed conflicts of interest and disclosing the details of such conflicts. Any disclosure statements with previously undisclosed conflicts of interest are forwarded to appropriate Foundation officials to take appropriate actions as required by the policy.”

“The Foundation has adopted an executive compensation setting policy applicable to management level employees. Under the policy, the Executive Committee of the Board of Directors annually reviews and approves the compensation levels of all individuals subject to the policy. The deliberations and decisions of the committee are contemporaneously substantiated. The committee utilizes comparability data in its deliberations; updated comparability data is generally obtained annually.”

“The Foundation provides, upon request, copies of its Articles of Incorporation, bylaws, conflict of interest policy, and its financial statements.”

“Change in value of charitable trusts and charitable gift annuities -1,858,750. Record prior year activity of single-member LLC 1,630,742.”

“The Foundation's Board of Directors, or a committee thereof, assumes responsibility for the oversight of the audit of its financial statements and the selection of an independent accountant. This process has not changed from the prior year.”