Montgomery College Foundation Inc.

“The executive committee is delegated the authority and powers of the board when the board is not in session. Notwithstanding the foregoing, the executive committee shall not have the following powers: amending the articles of incorporation or bylaws; authorizing loans, unless delegated by resolution of the board; conveying or transferring any property or assets of the foundation, unless delegated by resolution of the board; and acting on matters reserved for action by the board in the articles of incorporation and bylaws. The executive committee shall consist of: chair; vice chair; treasurer; immediate past chair; at least one director elected as an atlarge representative of the board at the annual meeting for a one year term; chair of the development committee; chair of the real estate committee; and chair of the governance/audit committee.”

“Kenneth cook, director, and stephen mcauliffe iii, esq., director, have a business relationship.”

“The 990 is prepared by an independent accountant and is reviewed by the foundation finance staff. Questions and proposed changes are then discussed with the foundation's independent accountant, and appropriate revisions are made. Foundation finance staff and the foundation's independent accountant then meet with the foundation's governance/audit committee to review the 990. Additional changes, if any, are incorporated into the 990 which is then presented to the foundation executive committee for an additional review. Finally, it is presented to the foundation board for approval prior to submission with the irs.”

“At the time of appointment or hiring and annually thereafter, each foundation board member, officer, or volunteer acting in an equivalent capacity (each a "covered person") must disclose his or her (and a family member's) financial interest(s) as well as any other actual or potential interest(s) or relationship(s) that might be construed as affecting his or her independent, unbiased judgment in light of his or her decision-making authority or fiduciary responsibility. A covered person shall make such disclosures on the foundation's disclosure form and submit it to the chair of the foundation board or his/her designee at the time of appointment or hire and thereafter annually by july 1, the beginning of the foundation's fiscal year. If there is any change to a covered person's financial interests or other reportable interests or relationships during the fiscal year, the covered person shall promptly amend his or her disclosure form. The board chair, in consultation with the foundation's legal counsel and executive committee, will review the disclosure forms and determine whether a covered person has an actual, potential, or apparent conflict of interest. A covered person with an actual, apparent, or potential conflict of interest may make a presentation at a meeting of the foundation board or one of its committees. A covered person must disclose his or her interest prior to the foundation board's or committee's discussion of and vote on the proposed transaction or arrangement involving the covered person's actual, apparent, or potential conflict of interest. He or she shall leave the meeting during the discussion of, and the vote on, such proposed transaction or arrangement. The foundation board or committee may approve the transaction or arrangement by a majority vote of the disinterested directors present and voting if the transaction or arrangement is fair and reasonable to the foundation. Minutes of a foundation board, committee, or any other such meeting shall include the name(s) of any person who disclosed or was otherwise determined to have an actual, apparent, or potential conflict of interest in a proposed transaction or arrangement, the nature of the interest, and the board chair's conclusion as to whether a conflict of interest existed. The minutes shall also identify the persons who were present during discussions and votes regarding the proposed transaction or arrangement, describe the substance of the discussion (including consideration of any alternatives to the proposed transaction or arrangement), and record any votes taken in relation to the proposed transaction or arrangement.”

“The organization's executive director and other officer are compensated by its related organization, montgomery college, and therefore compensation determination is performed by the college. See supplemental information included on sch j, part iii.”

“The foundation makes its documents available to the public upon request.”

“The foundation does not employ any individuals; all individuals who work for the foundation are instead employed by its related organization, montgomery college. The college has adopted a whistleblower policy which covers all employees.”

“Deferred financing costs ($635,792) and unamortized note discount ($314,620) were reclassified from assets to negative liabilities and netted against notes payable, reducing gross assets from $101,620,523 to $100,670,111, to present a more concise balance sheet presentation.”

“Uncollectable pledges -45,755. Change in value of annuity 254,151.”