Community Foundation of Greater Dubuque

“The Executive Committee consists of not less than five and not more than seven Directors, including the Chair, Vice Chair, Secretary, Treasurer and other Directors selected at-large. The Executive Committee serves between meetings of the Board and possess and may exercise all powers of the Board in the management affairs of the Community Foundation of Greater Dubuque, including the responsibility and power to appoint committees, to determine the distribution of property, authority over investment policies, and other duties delegated by the Board. All actions taken by the Executive Committee are reported to the Board and subject to control, revision and alteration.”

“John O'Connor and William Klauer have a business relationship.”

“The Foundation shall have a self-perpetuating Board of Directors (hereinafter referred to as the "Board") which shall consist of not less than nine (9) nor more than twenty-one(21)persons. Such number may be increased or decreased by amendment to these By-laws. Members of the Board shall be broadly representative of the public interest in the greater Dubuque area and shall embrace the long-term objectives of the Foundation.”

“The Form 990 is made available to the governing body but not in its entirety. The President/CEO and Finance Director review the 990.”

“Any member of the Foundation's staff, board of directors, and officers must complete a conflict of interest statement annually. The Chair of the Foundation and the Executive Director review the signed statements. Any possible conflicts are brought to the board's attention. Any member of the Board of Directors who is connected with a prospective grant recipient in any official capacity shall abstain from voting on the proposed grant. This abstention shall be recorded in the minutes of the meeting at which such vote occurs. If, because of such abstentions at any such meeting of the Board of Directors, a particular grant would fail for lack of a majority vote, such a grant could be made if approved in writing by an absent but disinterested member or members within a reasonable time after the Directors' meeting at which the grant proposal was first considered. If a situation should arise in which a majority of directors would be disqualified from voting on a grant proposal because of the Foundation's conflict of interest policy, the board may, after full disclosure of the potential conflict and by majority affirmative vote, suspend the conflict of interest policy and proceed to make the grant. All discussion and action with respect to actual or potential conflicts of interest shall be entered into the minutes of the meetings where such action takes place. It is the practice of the Community Foundation to build a written record of any special relationships between prospective grantees and directors, staff, or the family members of either directors or staff for the purpose of documenting the factual record and enabling full disclosure to all directors. Such record shall be kept with the permanent minutes of the board proceedings. Any person having knowledge of any action or conduct in violation of the policies should report the information to the Chair of the Foundation board.”

“The Executive Committee determines the compensation for the President/CEO. Salary adjustments are based on an annual evaluation and comparability data. The organization documents and provides substantiation for the compensation process. The compensation process was last completed in FY 2015. The President/CEO determines the compensation for the Director of Finance. Salary adjustments are based on an annual evaluation and comparability data. The organization documents and provides substantiation for the compensation process. There are no other officers or key employees of the organization.”

“The Organization's governing documents, conflict of interest policy, and financial statements are available upon written request.”

“Change in value of split-interest agreements 740.”