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 michael wendling michael hulewicz 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 both 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 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 june board 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 the community foundation and its two "controlled" supporting organizations 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 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 respective board of trustees for their reviews 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 timeframe, 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 these form 990's with review notes that 'walk' trustees through the document and correlate the return back to the audited financial statements. This cover 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 (community renaissance fund & blue water land fund, inc.) 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 may 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. In conducting board or committee business, an interested person must disclose the existence of any actual or possible conflict, and be given the opportunity to disclose all material facts to the board and/or committee. After disclosure, the chair of the board or committee, along with staff, shall have an open discussion as to the material nature of the possible conflict. As deemed appropriate, the interested person may be asked to leave the room during discussion and voting, or the interested party may remain in the meeting and part of discussion yet abstain from voting on any motion. The chairperson of the board or committee may, if appropriate, ask staff and/or other volunteers to investigate alternatives to the proposed transaction or arrangement so that the conflict may be avoided. If the board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. After hearing the member's response and after making further investigation as warranted by the circumstances, the board or committee shall determine the best course of action to avoid any real or perceived conflict. Such action may include revoking or changing any previous decision or action taken prior to learning of the conflict. The minutes of the board and committees shall contain the names of members and staff present at the meeting, the names of members who have a possible conflict of interest with the associated group, organization, business or transaction for which the conflict may exist, and documentation as to what action was taken in regards to the conflict.”

“Annually, an executive compensation committee, recommended by the governance committee and approved by the board, will seek input from the board of trustees on the foundation's president/ceo current year performance and then initiate an annual review of his/her wage and benefit package, including determination of a performance award (bonus) to be paid in january. Provided the ceo/president remains employed, vested benefits under the previous top hat plan will continue to be distributed as stipulated under tha 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 would extend nationally into the midwest's east north central region. 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 this broader region. In its review, this executive compensation committee will utilize compensation data from the annual council on foundations' grantmakers salary and benefits report for foundations with assets between 50-90 million in the midwest's east north central region. From time to time, the executive compensation committee may also review compensation data from the chronicle of philanthropy. The executive compensation committee's review of the president/ceo's wage and benefits package will take place each fall after the council on foundation's release of its current year salaries and benefits report, at which time they will develop a recommendation leading up to the board's december meeting. 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. At each december board meeting, the executive compensation committee will seek board input and formally conduct the president/ceo's performance review with the board. At that time, the executive compensation committee's recommendation on the president/ceo's wage and benefits package is presented to take effect in the upcoming calendar year. Following that input and review, the board will take action on the wage and benefit package recommendation at that meeting or the upcoming january board meeting in conjunction with the president/ceo's performance award action for the current year to be paid out in january.”

“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 delaney ward: 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. Delaney ward served as trustee for the full calendar year.”

“Prior yr grants refunded 36,519”