The Ellington Fund Inc

“The fund's executive committee consists of the fund's officers, the chairs of the committees of the board, and any at-large governing and emeritus director(s) as have been designated. The executive committee may exercise any or all powers and perform any or all of the duties of the board in the periods between board meetings, except that the executive committee has no power to amend the bylaws, fill vacancies in its own membership, or appoint or remove emeritus, ex officio or governing directors or other officers. The executive committee must report to the board regarding its actions and decisions.”

“Minutes typically are not kept for the board's executive committee meetings. However, this committee does not typically take formal actions on behalf of the governing body, unless expressly authorized to do so (in which case the minutes of the full board identify the parameters of the action authorized in advance and/or the subsequent ratification by the full board). The executive committee generally functions in a fact-finding role and develops proposals to be acted upon by the board.”

“The form 990 is reviewed by the board's executive committee before filing. This review is subsequently reported on to the full board.”

“Compliance with the conflict of interest policy is reviewed periodically in general, and specifically as need arises or as applicable at board and executive committee meetings. Each director or officer of the corporation has a duty to disclose to the board of directors and to any applicable committee of the board the material facts of any proposed transaction of the corporation in which such director or officer has any actual or potential conflict of interest. The director or officer having the conflict shall not participate in the final deliberation or decision regarding the matter under consideration, and shall retire from the room during the deliberations. Any proposed transaction in which a director or officer has a conflict of interest must be approved by a majority of the directors of the board or of the applicable committee of the board entitled to vote other than the interested director(s) at a meeting at which a quorum is present.”

“Compensation for the ellington fund's executive director is reviewed/determined by the executive committee, with approval of the boards in executive session. Consideration is given to performance reviews and to market information as shared by 3rd parties (e.g. - dcps, arts schools network, attorneys, sources available thru ellington's partners, etc.). Compensation of other staff, including other top management/key employees, is determined by the executive director. However, the compensation is detailed within the annual budgets, and the boards' executive committees review the position-by-position detail before proposing approval of the budget by the full board. Again, 3rd party sources are referred to in determining relative market rates. The last compensation review took place june 2020.”

“Governing documents, conflict of interest policy, and financial statements are made available to the public upon request.”

“The following individuals are compensated by a technically unrelated entity, the duke ellington school of the arts project (desap) although the ellington fund is the sole member of desap, the fund does not have the power to appoint a majority of desap's board of directors. Part vii, section a breaks out reportable compensation allocated to the fund based on hours, for services provided to the fund, and reported by desap. - tia powell harris - sandi logan - anne marie logue”