The Penfaulkner Foundation

“The executive committee of pen/faulkner foundation consists of all the officers of the organization and the chairs of the active board committees (awards, finance, development, writers in schools, reading series and nomination), whose committees are chaired by board members. When the board of directors is not in session, the executive committee shall have and may exercise all of the powers of the board of directors, except to the extent, if any, that such authority shall be limited by resolution of the entire board of directors; provided, however, that neither the executive committee nor any other committee shall have the power to amend the articles of incorporation of the bylaws of the corporation.”

“The executive director assists the public accounting firm in the preparation of the form 990. The form 990 is reviewed by the executive director, who then forwards a copy to the treasurer and finance committee, prior to its filing.”

“THE CONFLICT OF INTEREST POLICY OF THE ORGANIZATION APPLIES TO ANY DIRECTOR, PRINCIPAL OFFICER, OR MEMBER OF A COMMITTEE WITH GOVERNING BOARD DELEGATED POWERS. PROCEDURES ---------- 1. Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Directors and members of committees with governing Board delegated powers considering the proposed transaction or arrangement. 2. Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board shall decide if a conflict of interest exists. 3. Procedures for Addressing the Conflict of Interest: a) An interested person may make a presentation at the governing Board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. b) The chairperson of the governing Board or committee shall, if appropriate, appoint a disinterested person to investigate alternatives to the proposed transaction or arrangement. c) After exercising due diligence, the governing Board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing Board or committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. 4. Violations of the Conflicts of Interest Policy: a) If the governing Board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. b) If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing Board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. ANNUAL STATEMENTS ----------------- EACH DIRECTORIAL OFFICER SHALL ANNUALLY SIGN A STATEMENT WHICH AFFIRMS SUCH PERSON: 1) HAS RECEIVED A COPY OF THE CONFLICTS OF INTEREST POLICY, 2) HAS READ AND UNDERSTANDS THE POLICY, 3) HAS AGREED TO COMPLY WITH THE POLICY; AND 4) UNDERSTANDS THE ORGANIZATION IS CHARITABLE AND IN ORDER TO MAINTAIN ITS FEDERAL TAX EXEMPTION IT MUST ENGAGE PRIMARILY IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX-EXEMPT PURPOSES.”

“The Executive Director's salary is established by the Board of Directors after careful evaluation with comparable salaries of other Executive Directors of arts and education nonprofits in the Washington, D.C. area; and with consideration of the foundation's financial situation. The Executive Director's most recent review was in October 2013.”

“The organization generally does not make it's governing documents nor it's conflict of interest policy available to the public.”