R E B Foundation

“The organization does not have "members" by definition of the bylaws; however, the form 990 instructions further define a "member" as any person (including a corporation or other legal entity) with the power to elect members of the governing body. Accordingly, r.e.b. Foundation has one member: the community foundation, inc.”

“The community foundation, inc. Has the power to elect 3 of the organization's 5 members of the board of directors.”

“The form 990 is prepared by an independent tax accountant; a draft of the form 990 and applicable schedules is then reviewed by the community foundation's chief financial and operations officer and vp of finance and controller; adjustments are made, as necessary. A complete copy of the form 990 and all applicable schedules are then provided to each member of the r.e.b. Foundation board of directors for review prior to filing with the internal revenue service.”

“Under the organization's written conflict of interest policy, r.e.b. Foundation has outlined as a "best practice" that officers, directors, and members of a committee with board-delegated powers sign an annual statement to confirm receipt, understanding, and compliance with the conflict of interest policy. The policy also maintains that each officer, director, and member of a committee with board-delegated powers who has a direct or indirect financial interest in a transaction with the organization has an on-going duty to disclose all material facts regarding potential conflicts of interest to the directors and committee members who are considering a proposed transaction. After a potential conflict of interest is disclosed, the disinterested board or committee members determine by discussion and vote whether a conflict exists. Should an actual conflict of interest be identified, the interested person may make a presentation at the board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. Records of the proceedings and any actions taken by the board or committee are maintained in the meeting minutes. To ensure that the foundation operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as a tax-exempt organization, periodic reviews of potential conflicts of interest are conducted and involve, at a minimum, reviews of agreements with third parties.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”