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, international women's forum president, and the corporate secretary.”

“The nominating committee shall be comprised of the international women's forum president, the foundation president, and three (3) additional members; all of such additional members shall be either current or former directors of the corporation who are not at the time candidates for election as directors of the corporation. The additional members of the nominating committee will be determined and appointed by mutual agreement of the foundation president and international women's forum president and affirmed by the board annually. The foundation president will serve as chair of the nominating committee. This committee will recommend a slate of potential directors to fill any and all vacancies on the board and may, but is not required to, nominate directors emeriti. The board will vote on the slate of potential directors as presented and recommend by affirmative majority vote the slate for final approval by the international women's forum executive committee. If the slate is not accepted by a majority vote of the board and/or is not approved by the international women's forum executive committee, the nominating committee will reconvene to select a new slate to be considered by the board and the international women's forum executive committee. The board will vote on proposed directors emeriti (if any) separately from the slate of directors and directors emeriti proposed by the nominating committee shall be elected upon a majority vote of the board.”

“The form 990 is completed by the organization's public accounting firm based on information provided by management. Once a draft of the return is available, a copy of form 990 is furnished to management and board of directors for their review prior to filing.”

“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.”

“The leadership foundation does not have its own employees or issue w-2s. Instead, the leadership foundation reimburses a related organization for the services rendered to the organization by their employees. For the purpose of reporting salaries and benefits in the statement of functional expenses, the amounts reimbursed to the related organization are reported on the appropriate expense line.”