The Penfaulkner Foundation

“The approval of minutes for board meetings are recorded between meetings but are not documented in the minutes of the subsequent meeting or 60 days after the date of the meeting. Therefore, while minutes are taken at each meeting, they are not considered to bb 'contemporaneously documented' per the internal revenue service definitions.”

“The executive director assists the public accounting firm in the preparation of the federal form 990. After preparation, the form 990 is then reviewed by treasurer, prior to filing with the internal revenue service.”

“The conflict of interest policy of the organization applies to any director, principal officer, or member of a committee with governing board delegated powers, 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. 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. 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. The president of the governing board or committee shall, if appropriate, appoint a disinterested person to investigate alternatives to the proposed transaction or arrangement. 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. 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. If the governing board or committee has a 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. 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.”

“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, dc area, and with consideration of the foundation's financial situation. The executive director's most recent reviews were in january 2020 and january 2022. Substantiation of the deliberation and decision of the review was recorded, but was not documented in the minutes of the subsequent meeting or 60 days after the date of the review. Therefore, while minutes are taken at reviews, they are not considered to be 'contemporaneously documented' per the internal revenue service definitions.”

“Pen/faulkner generally does not make its governing documents nor its conflict of interest policy available to the public.”