Boardsource

“Standing committees of the board: the standing committees of the board of directors are: the governance committee; the finance and investment committee; the audit committee; and the compensation and evaluation committee. Each committee shall include: two or more directors, and may also include non-directors as non-voting members. The creation of a committee must be approved by a majority of the directors then in office. Individual directors are appointed by the chair to specific committees based on the recommendation of the governance committee. Any change in the number and focus of these committees must be done by action of the majority of board members present at a regularly scheduled or special meeting of the board called for in keeping with these bylaws. The committees of the board shall have such authority as the board shall provide, subject to the limitations provided in these bylaws. Limitation on authority of committees: no committee of the board (or of boardsource) shall: (a) fill vacancies in the board or in any committee of the board; (b) amend or repeal the bylaws, or adopt new bylaws; (c) amend or repeal any resolution of the board; (d) hire or terminate the president and ceo; (e) dissolve or merge boardsource; (f) sell or pledge all or substantially all of boardsource's assets; or (g) remove or appoint officers.”

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

“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.”

“Prior to determining a compensation increase for the president & ceo, a compensation analysis is completed. In 2025, 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. 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 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.”

“The past 5 years of financial statements are available on the boardsource website. The conflict of interest policy and governing documents are available upon request.”

“Consultants: program service expenses 728,523. Management and general expenses 113,142. Fundraising expenses 86,482. Total expenses 928,147.”