Caroline D Bradley Association

“No committee of the board, including any executive committee, shall have any of the authority of the board with respect to: (a) the filling of vacancies on the board or on any committee which has the authority of the board; (b) the amendment or repeal of the articles or bylaws or the adoption of new articles or bylaws; (c) the fixing of compensation of the directors for serving on the board or on any committee which has the authority of the board; (d) the amendment or repeal of any resolution of the board which by its express terms is not so amendable or repeatable; (e) the appointment of other committees of the board or the members thereof if such committee will have the authority of the board; (f) the expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected; (g) the approval of any self-dealing transaction, except that when it is not reasonably practicable to obtain approval of the board prior to entering into such a transaction, a committee authorized by the board may approve the transaction in a manner consistent with the standards set forth in section 5233(d) of the law subject to ratification by a majority of the directors then in office (without counting the vote of any "interested director" as defined in section 5233 of the law) at the next meeting of the board; or(h) the approval of any other action for which the law or these bylaws requires approval of the board of a majority of the board.”

“Directors shall be designated by the institute for educational advancement ("iea") to take office upon designation. Each director shall serve at the pleasure of iea. Any director designated by iea may be removed by iea at any time.”

“Form 990 is prepared by independent accountant. Form 990 was reviewed and approved by the audit committee, consisting of three board members, before filing. The organization emailed each member of the governing body the organization's final form 990 prior to its filing with the irs.”

“The caroline d. Bradley association of scholars (the "association") expects all persons associated with it to conduct business on behalf of the association with integrity and a high ethical standard. In particular, the association's directors, officers and employees should attempt to avoid activities or conduct which involve a conflict of interest, recognizing that even the appearance of a conflict of interest could harm the association. Any activity should be able to be justified and withstand public scrutiny, and care should be taken to avoid adversely affecting the integrity or the reputation of the association. In considering whether a conflict of interest exists, directors, officers and employees should remember that relationships of their business, business associates, family and friends may give rise to a potential conflict of interest even if such director, officer or employee is not involved directly. A potential conflict can exist where the parties in the relationship give or receive, or could reasonably be perceived to give or receive, unfair advantage or preferential treatment because of the relationship. Using the foregoing principles and guidelines of this policy on business ethics and conflict of interest (the "policy"), all directors, officers and employees of the association shall act in good faith and use their best judgment to bring to the attention of the president or secretary of the association any conflict of interest, real or perceived, whether financial or otherwise, between any of them and the association. The president or secretary, acting jointly or alone, shall determine whether an actual conflict of interest exists and make a determination on the proposed action, transaction or other activity (the "activity"). The organization's board of directors has a conflict of interest policy to ensure that board actions are free from any actual or appearance of conflict of interest. The board chair shall determine whether an actual conflict of interest exists. A director who is involved in a potential conflict of interest is not allowed to vote on any matters related to the conflict of interest.”

“The compensation committee, a subset of the iea board of directors, has general oversight of the organization's human resource plan. The committee meets independent of the president to discuss performance relative to the position description and the established goals. Comparable salary surveys are reviewed at a minimum of every three years to benchmark compensation for the position. The committee presents its findings and recommendations, in an executive session, without the president present, to the board for review and approval. The committee and/or the board chair then meet with the president to discuss and document strengths, weaknesses, and goals for the upcoming year. The process described here was last completed in 2022.”

“The organization's governing documents, conflict of interest policy, form 990 and financial statements are available to the public upon request.”

“Reimbursement to iea: program service expenses 0. Management and general expenses 1,105,000. Fundraising expenses 0. Total expenses 1,105,000.”

“The process for oversight and selection of an independent accountant has not changed from the prior year.”