The Leadership Foundation

“The executive committee may exercise the powers of the board of directors when the board is not in session, reporting to the board at its next succeeding meeting following such action. The executive committee shall meet, in person or by phone, upon three (3) days notice, and shall take action by majority vote. The committee is comprised of the foundation president, vice president, treasurer, iwf president, and the corporate secretary.”

“The international women's forum president shall, subject to affirmation by the board of directors, appoint all directors (including any vacancies) except the co-founders and director emeriti.”

“A completed copy of form 990 is furnished to the foundation's administrator, the treasurer, and the chief executive officer prior to filing the form.”

“Whenever a director, officer, or committee member becomes aware of a potential conflict of interest, whether financial or otherwise, s/he shall make the situation known to the board or committee (as the case might be) and provide all facts material to understanding the nature and scope of the conflict, including whether the interested person believes his or her ability to make an independent decision based solely on the best interest of the foundation has been compromised. If the interested person involved does not make this disclosure, another director or committee member with knowledge of the potential conflict should draw it to the body's attention. The interested person with the potential conflict must retire from the meeting and not participate in final discussion and voting on the existence of the conflict. If a conflict is found to exist, the interested person may be invited to provide any relevant information that could be of use to the board in making its decision, but shall again retire and not participate in the final discussion and voting regarding the transaction. The board or committee's decision shall be based on consideration of whether the transaction: a) is in the foundation's best interest and for its own benefit; b) is fair and reasonable to the foundation; and c) is the most advantageous transaction or arrangement the foundation can obtain with reasonable efforts under the circumstances. Whenever a staff member becomes aware of a potential conflict of interest in an area where s/he exercises any discretion in carrying out her/his duties for the foundation, s/he shall promptly disclose the potential conflict to an immediate supervisor. The supervisor shall gather pertinent information and report the potential conflict to the chief operating officer, together with a recommendation for action. The chief operating officer shall determine whether a conflict exists that requires recusal of the interested person. When a conflict is found to exist, the interested person shall provide the supervisor with all information s/he has relevant to any decision to be made in which s/he has an interest, and the final decision shall be made by the chief operating officer based on a recommendation from the supervisor. If the chief operating officer has a potential conflict, s/he shall disclose it to the board president or his or her designee who shall determine the existence of a conflict. At his or her discretion, the president may refer the matter to a committee of the board or the full board.”

“The leadership foundation makes its governing documents, conflict of interest policy, and financial statements available to the public upon request. The by-laws are available on the organization's website.”

“Filing of federal employment tax returns no employment tax returns are filed by the foundation. The international women's forum ("iwf"), a related organization, is the organization that files all employment returns. The ceo and employees employed by iwf perform activities for both iwf and the foundation and their time is allocated among the two organizations on a pre-determination ratio that's adjusted accordingly when needed on a semi-annual basis.”