Brookmeade Community Foundation Inc

“The sole corporate member of the corporation shall be the community at brookmeade, inc.”

“The corporate member shall elect the board of directors of the corporation at the annual corporate meeting, to be held immediately following the annual meeting of the board of directors of the corporate member, unless the corporate member fixes some other date, place or time for such annual meeting.”

“The by-laws may be repealed, altered or amended or any additional by-laws adopted, at any regular or special meetings of the board of directors of the corporate member, by an affirmative vote of the majority of the entire board of the corporate member. The by-laws may also be repealed, altered, amended or additional by-laws adopted at any regular meeting or special meeting of the board of directors, by the affirmative vote of a majority of the entire board of directors, provided that such proposed repeal, alteration or adoption is submitted to the board of directors of the corporate member at its next scheduled meeting, and approved by the board of directors of the corporate member at such meeting, or thereafter.”

“The organization has its form 990 prepared by an outside accounting firm and has established the following review process to ensure that the information reported is complete and accurate. When the form 990 has been prepared, reviewed by management and is ready to be filed with the internal revenue service, it's submitted electronically to members of the organization's governing body for any comments prior to its submission. The governing body is provided with one week to review the prepared form 990 and provide their comments. Any comments are then grouped, summarized and provided to the director of finance, who is in charge of filing the return. Each issue is documented and addressed until the return is finalized and approved for filing.”

“The conflict of interest policy applies to officers, board members and employees. This policy is monitored by the corporate compliance officer and committee. The community board approved the corporate compliance policy in june 2010. Annually, the organization requires all officers, board members and managers to disclose any potential conflicts of interest or disclose that no conflicts of interest exist. This was last done in april 2014. The disclosures and policy are monitored by the corporate compliance officer and committee. If a conflict were to arise, the corporate compliance officer will report the conflict to the committee for discussion and resolution. A director shall not vote for any transaction or matter in which that director has an interest which conflicts with that director's duty of undivided loyalty to the organization, if in the opinion of the board, that conflict of interest is material.”

“The organization makes its form 990 and form 1023 available for public inspection as required under section 6104 of the internal revenue code. The return is posted on guidestar.org and other similar types of websites. In addition, the financial statements, conflict of interest policy, articles of incorporation, form 990, form 1023, and by-laws are also available upon written request or by calling the organization directly.”

“The organization has a audit/finance committee acting as an audit committee that assumes responsibility for the oversight of the audit of its financial statements and selection of its independent auditor. The policy for selection and oversight of the independent auditors has changed since last year.”