Community Foundation of St. Clair County

“Rasha demashkieh randa jundi-samman trustee trustee family relationship hale walker michael cansfield trustee trustee business relationship charles g kelly janel mossett trustee trustee business relationship william g oldford timothy ward 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's for all three companies are drafted by the independent audit firm and its director of tax, 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 before filing and after the board's acceptance. 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's 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 with review notes that 'walk' trustees through the document and correlate the return back to the audited financial statements. This cover letter includes a 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 and its supporting organizations have a board-approved conflict of interest policy that meets council on foundations' national standards for community foundation accreditation. 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 c.) have agreed to comply with the policy, including disclosure of existing and potential conflicts as they arise; and d.) understands the community foundation is charitable and in order to maintain it federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. Foundation management reviews these conflict of interest disclosures upon receipt, and include a summary of board conflicts 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 may be 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 are 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.”

“An executive compensation committee, appointed by the board chairperson and approved by the foundation's governance committee, will seek input from the board of trustees on the performance of the foundation's president and ceo and then initiate an annual review of his/her wage and benefit package. At the end of 2016, the foundation transitioned from its executive deferred compensation benefit "top hat" to a performance award (bonus) system. The president/ceo will be eligible for annual bonuses dependent upon the board's positive evaluation of his/her performance, to be paid each january. Provided the ceo/president remains employed, vested benefits under the top hat plan will continue to be distributed as stipulated under the plan agreement until all class years have been paid out. It is the board of trustee's current premise that the president/ceo'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 board's current premise that the president/ceo's wage and benefit package should be commensurate with his performance at the 75th+ percentile of foundation ceos in the midwest. In its review, this executive compensation committee will utilize compensation data from the annual council on foundations' grantmakers salary and benefits report for the midwest region for foundations with assets between 50-90 million, and from time to time, may also review compensation data from the chronicle of philantrhopy. The executive compensation committee's recommendations address his base salary and benefit package in aggregate based upon his work for the community foundation and its supporting organizations, the community renaissance fund and blue water land fund, inc. His aggregate compensation and benefits are currently recorded in full within the community foundation of st. Clair county's financial statements and the form 990s for each of these respective organizations disclose that compensation and benefits package and the entity relationships. The review and timeline for the foundation's executive compensation process will involve four steps as follows: 1) september board meeting - refresh board of trustees on the executive compensation process; 2) december board meeting - conduct president/ceo performance review (this feedback will be used by executive compensation committee); 3) january board meeting - based upon president/ceo performance for the prior year, take action on the ceo performance award following a review of his performance over the prior year; and 4) spring board meeting - review wage and benefit report and take action on executive compensation committee's recommendations.”

“Compensation process for other officers and employees are determined primarily by the president/ceo, and in some instances involving subordinate staff, compensation may be determined by the vice president.”

“Governing documents (articles of incorporation and bylaws) for the community foundation and our supporting organizations, the 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 990's. 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). It is the goal of the foundation, its staff, and board to be accountable and transparent to our donors and the entire community by regularly disseminating our program and financial information. It is our intent to comply with the internal revenue code and regulations with respect to public inspection of the form 990's, irs form 990-t's to the extent a filing were required, and the irs determination letters for the community foundation and its controlled supporting organizations. Therefore, the foundation will: 1) make these documents available for public inspection at its offices during regular business hours without charge; 2) provide a copy without charge, other than a reasonable fee for reproduction and actual postage costs, of all or any part of these documents required to be made available for public inspection to any individual who makes a request for such a copy in person or in writing; and 3) upload and maintain on our website the foundation's audited financial statements, form 990's and form 990-t's to the extent filings were required for a minimum of 3 years. Additionally, the guidestar organization serves as a resource for those individuals and organizations wishing to research non-profit organizations. Recognizing that this availability is sometimes delayed and readers may not understand the full picture of who we are and what we do through the form 990 alone, the foundation will pay the nominal fee to voluntarily have its irs form 990's uploaded to guidestar's website, along with its audited financial statements that includes an opening cover letter from management discussing key philosophies, initiatives and the financials.”

“Lines 6 and 18 - trustee rj russell: the community foundation's governing documents appoints one board trustee position to be filled by a representative of the youth advisory council committee. Since this youth committee and its leadership roles are centered around the traditional school calendar, in any given year, two students collectively could fill this role through the calendar year. Rj russell served as trustee for the full calendar year.”

“Prior yr grants refunded 20,005”