Community Foundation of St. Clair County

“Jacquelyn hanton william oldford trustee trustee business relationship rasha demashkieh randa jundi-samman trustee trustee family relationship hale walker michael cansfield trustee trustee business relationship”

“The community foundation of st. Clair county's board of trustees meet the last tuesday of each calendar quarter at a minimum. The business agenda of these board meetings include a review of internal financial statements and investment reports that have been reviewed and accepted by its finance and investment committee at one of their monthly meetings. Annually, at the recommendation of its audit committee, the board of trustees engage the services of an independent auditing firm to perform an audit of its financial records and issue audited consolidated financial statements for the calendar year. Additionally, as part of the engagement, the auditing firm is hired to draft the annual form 990 for the community foundation of st. Clair county and its supporting organizations, the community renaissance fund and blue water land fund, inc.; however, the community foundation staff are significantly involved in this process. Membership on both the audit committee and the finance and investment committee include a number of board trustees as well as other community members with financial or audit experience. Aside from the meeting with foundation management, the independent auditors meet jointly with both the foundation's audit committee and the foundation's finance and investment committee to present the audited financial statements and review the results of its annual audit. Subsequently, the consolidated audit report is presented to and reviewed by the foundation's board of trustees at its second quarterly meeting. Due to the timing associated with the aforementioned levels of review over the audit report, an automatic extension for filing the form 990 and 990t (from the initial may 15 deadline) is typically required. After the final consolidated financial statements have been issued, the form 990 for all three companies are drafted by the independent audit firm and its tax manager, with the direct assistance of the foundation's director of finance. The final draft of the form 990 and 990t are reviewed by the foundation's director of finance and then signed by the foundation's president and ceo. The form 990's (for the community foundation and its supporting organizations) and 990t are distributed to the board of trustees for their review prior to filing. For the sake of transparency and time-relevance, it is the goal of the foundation management to file the form 990 as quickly as possible. If a formal review at a scheduled board of trustee meeting is feasible within the time frame, the foundation management will do so, and the meeting minutes will reflect their formal review. If such a formal review will delay the filing unnecessarily, foundation management will distribute electronically (or in hard copy) a copy of the drafted form 990's and 990t for board trustees' review. An explanatory cover letter will accompany the form 990's and request that trustees contact the director of finance with any questions and/or to schedule individual reviews as deemed necessary. Each board trustee is requested to document their acceptance of the form 990's formally via a reply to the electronic distribution, or hard copy distribution. Evidence of board of trustee review and approval will be retained in the form 990 files. Upon approval of the board of trustees, the form 990's will be filed. Electronic file versions of the form 990's are then made available on the foundation's website (www.stclairfoundation.org), uploaded to guidestar.org (a resource relative to non-profit organizations), and are also available upon request or in person.”

“The community foundation of st. Clair county has a board-approved conflict of interest policy that is consistent with such policies of the council on foundations and the council of michigan foundations. All board trustees, including foundation officers, committee members and staff members must review the policy annually and sign a statement which affirms that they: a.) have received a copy of the conflict of interest policy; b.) have read and understand the policy as well as the need to comply with the policy (given that the community foundation mission is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes); c.) have listed all areas of potential conflicts of interest that exist as of the date they are completing the disclosure form, including service on other non-profit boards, financial interests, and family or business relationships; and d.) have agreed to disclose others as they arise through the year, and when the potential for conflict arises, agree to verbally disclose such areas of potential conflict at all committee/ board meetings. In 2011, the foundation established additional conflict of interest policy and disclosure criteria for the position of board chairman. This criteria is an appendix to the existing policy. Foundation management reviews these conflict of interest disclosures upon receipt, summarizes for the board and includes in board books. The disclosure forms are maintained on file. Prior to consideration of any motion for action on items of business during meetings, committee members and board of trustees are asked if potential conflicts of interest exist. Upon disclosure of a potential conflict, the committee and board must determine if the potential conflict is deemed material or immaterial. For typical disclosures involving a committee member's or board trustee's service with a non-profit organization being considered for a grant, while the committee member or board trustee may stay and participate in discussion, they abstain from any vote. For any potential conflict of interest that is deemed material, as outlined in the community foundation's conflict of interest policy, the committee member or board trustee is asked to leave the meeting while the item of business is discussed and voted upon. The minutes of all committee and board meetings record the name(s) of the person(s) who were in attendance for discussions and votes and also outline 1) the names of those who disclosed or otherwise were found to have a potential conflict of interest, 2) the nature of the potential conflict, and 3) any action taken involving the conflict of interest as well as the decision on the item of business for which the potential conflict of interest arose. When the nature of potential conflicts of interest is other than as previously referenced, the foundation's president and executive committee discuss the potential conflict of interest with the individual involved and address how such conflict can be handled. Resolution of the potential conflict is guided by the foundation's strong desire to maintain its high standards, transparency, and credibilitiy with its donors, grantees, public, and taxing agencies. In the few occurrences this has arisen that cannot be avoided, although the individual involved has known that pursuant of the foundation's conflict of interest policy, he/she could present the potential conflict to the full committee and board, he/she has chosen to voluntarily resign from the committee or board.”

“The community foundation of st. Clair county's executive committee and board of directors annually review performance and compensation of the foundation's president and ceo. It is their agreement that the president's accomplishments based upon input from the board, donors and community partners since his 2002 hiring is in the top 10-20% of all foundation ceos in michigan. Furthermore, it is agreed that the market for the services of foundation ceo's is not restricted to this local region or even michigan, but rather the entire midwest. It is the consensus that his wage and benefit package should be commensurate with his performance at the 75th percentile of foundation ceo's in the midwest. An executive compensation committee, appointed by the executive committee, specifically reviews the wage and benefit package of the foundation's president and ceo and make recommendations. This committee utilizes compensation survey data provided by the council on foundations and the chronicle of philanthropy, which provides salary and benefit data for all community foundations, grant making organizations and other public foundations in the mid west region. Their recommendations address his base salary and benefit package in the aggregate based upon his work for the community foundation and its supporting organizations, the community renaissance fund and blue water land fund, inc. His complete compensation and benefit package are recorded by the community foundation of st. Clair county and the respective organization form 990s disclose this relationship. Executive compensation committee recommendations are reviewed and approved by the executive committee as well as the board of trustees.”

“Compensation for key employees are determined by the executive director and approved by the board of directors.”

“Governing documents (articles of incorporation and bylaws) for the community foundation and our supporting organizations, community renaissance fund and blue water land fund, inc., are available on our website (www.stclairfoundation.org) as downloadable documents, along with other foundation policies and key documents such as our audited financial statements and irs form 990s. Hard-copies are also available upon request. Additionally, as a registered corporation with the state of michigan, our articles of incorporation for both the community foundation and its supporting organizations are available through their website (www.michigan.gov).”

“CAYMAN ISLANDS”

“Cancellation of prior year grants 5,646”