Foundation for Advanced Education in the Sciences Inc.

“Faes has an executive committee (ec), audit committee (ac), and investment advisory committee (iac). The ec is composed of the five officers of the governing board, and makes decision needing board guidance/input, but not a full board vote, in between full board meetings. One such decision is the review and approval of the ceo's salary. The ac is composed of the treasurer and a mix of board directors and outside (non-board, non-employee) members with relevant experience and expertise. In fy2022, the ac had 3 voting members, including the treasurer and 2 directors, and 5 non-voting members including the president, ceo, cfo, and 2 outside members. The ac oversees the external financial audit process, including selection of an independent audit firm. The ac reviews the audited financial statements, auditor communication letters, and the form 990 and reports results and findings to the full board. The iac had 3 voting members, including the treasurer, 1st vice-chair, and 1 board member, and 2 outside members, and 5 non-voting members including the president, ceo, cfo, and 2 outside members. The iac oversees investment assets, inclduing execution of investment decisions falling within the scope of the faes investment policy statement approved by the full board.”

“The articles of incorporation were updated to remove duplicate procedural items relating to board members that are instead governed by the faes by-laws and to add standard language as recommended by the state of maryland and the irs for non-profits related to disposition of assets upon dissolution and a prohibition on activities not allowable under section 501(c)(3), including certain political activities.”

“Membership in faes consists of board directors, ex-officio members and all members of faes advisory committees. Only board directors have voting authority, outside of election voting.”

“All members have voting privileges to elect the board of directors and officers.”

“Faes hires an independent accounting firm to prepare the federal form 990. The draft federal form 990 is reviewed by the executive director, the cfo and audit committee. Copies of the federal form 990 are also provided to the board of directors before filing with the internal revenue service.”

“Every director, principal officer and member of a committee with board delegated powers are provided an on-boarding packet which contains the faes conflict of interest policy. The policy requires disclosure of any conflicts. Board and committee members are periodically reminded to disclose new and existing conflicts. If the board or committee members determine that a conflict of interest exists, they recuse themselves from that conversation.”

“On an annual basis, the executive committee reviews and approves the compensation for the ceo/executive director and cfo based on performance reviews and comparable compensation data which includes surveys, studies, and the form 990 of other organizations. The executive committee ensures contemporaneous substantiation of the deliberation and decisions. The remaining officers are comprised of voluntary members of the board of directors and receive no compensation.”

“The audited financial statements, conflict of interest policy, and other governing documents are available upon request.”

“The process has not changed from prior year.”