Boardsource

“No committees have the authority to act on behalf of the board.”

“The draft 990 is reviewed by the entire board of directors before it is signed and filed.”

“The audit committee reviews these statements annually and reports to the full board of directors. If a conflict is disclosed, the committee refers the matter to the board of directors for any required board action. As administered by the president & ceo, each director and officer will be asked to complete a certification of agreement with the policy and disclosure of any known conflicts of interest upon his or her election or reelection to the board and annually thereafter. As administered by the employee in charge of human resources, each senior staff member will be asked to complete such a certification upon his or her employment and on an annual basis thereafter. Upon recognizing the possibility of a conflict of interest, the director, officer or staff member will inform the board chair or the chair of the audit committee by letter or email of the nature of the potential conflict. The audit committee (except the potentially conflicted director, if he or she serves on the committee) will review the matter to determine if an actual conflict exists and resolve it using the following process.”

“Prior to determining a compensation increase for the president & ceo, a compensation analysis is completed. In 2022, this analysis was compiled by an external h/r firm, nonprofit hr, using comparable salary data from three salary surveys. Additionally, comparable organization salary and benefit information is compiled from the federal form 990 of similar organizations to use as a reference. The compensation analysis is provided to the vice chair, who chairs the compensation and evaluation committee, as well as the compensation and evaluation committee. They provide any recommendations to the full board on a salary increase for the president & ceo. This is typically completed during the executive session of a board meeting or through confidential email. Any increase in compensation for this position requires approval of the board. In addition to the process described above, a search firm was utilized in determining starting salary when the new ceo was hired in august 2022. Any increases in compensation for officers & key employees requires approval of the board. Although ms. Payne is treated as an officer for purposes of the 990 as the top financial official, she is not a legal officer of the corporation and therefore her compensation is not subject to board approval but is reviewed and approved by the ceo in a manner that is consistent with the rest of the staff. The chief of staff, ms. Reckelhoff, was enacted as a temporary officer of the organization during the six-week vacancy of the president & ceo. During this vacancy, no adjustments to ms. Reckelhoff's compensation were made. The last time that boardsource had employees other than the ceo who were classified as other than temporary officers or key employees and who received a compensation adjustment was in 2012.”

“Past 5 years audits are available on our website. The conflict of interest policy and governing documents are available upon request.”

“Credit card processing fees: program service expenses 52,707. Management and general expenses 3,850. Fundraising expenses 1,475. Total expenses 58,032. Outsourced professional fees: program service expenses 421,155. Management and general expenses 41,834. Fundraising expenses 27,133. Total expenses 490,122.”