NPR Foundation

“When the board of trustees is not in session, the executive committee shall have and may exercise all of the powers of the board of trustees in the management of the foundation.”

“The sole member of the foundation is npr, inc.”

“The president of the sole member and the chair of the sole member's board of directors, acting jointly, are official voting representatives for the sole member and ex officio members of the foundation board of trustees. Elected trustees shall be deemed elected following (1) the affirmative vote of the board of trustees and (2) ratification by the sole member, which is necessary unless the two voting representatives have cast affirmative votes for the elected trustee.”

“The sole member shall have all rights conferred by statute, the foundation's articles of incorporation, and other provisions in the foundation's bylaws, including the right to alter an action by the foundation or its trustees within 30 days following notice to the two voting representatives of the sole member of such action. If the two voting representatives of the sole member, acting in their capacity as ex officio trustees, have cast affirmative votes for the action, such action may not be altered by the sole member. Prior to alteration of any action, the sole member shall provide the chair of the board with written notice of its intent and rationale.”

“The return is prepared and reviewed by npr's finance division. It is also reviewed by npr's general counsel's office, key members of npr's leadership, and by an independent accounting firm. The final version is made available to all foundation trustees prior to filing with the irs.”

“The foundation regularly monitors and surveys trustees, officers, and key employees to identify possible conflicts of interest. Npr's general counsel is authorized, with the approval of the chair of the foundation's board, to seek from trustees such information as to conflicts of interest, nonpublic corporate information, and gratuities as they deem appropriate, including periodic disclosure of information about the interests of the trustee which could lead to conflicts of interest. In regards to actual or apparent conflicts of interest, a trustee shall: 1) refrain from any use of their position as a trustee that is motivated by, or gives the appearance of being motivated by, the desire for gain for the trustee or for another person or organization with which they are associated; 2) disqualify themself from formal or informal discussions with trustees or participation in any decisions which pose a conflict of interest or the appearance of a conflict of interest. If such disqualification is necessary, the trustee shall inform the chair of the board or relevant committee of that disqualification, and if the trustee has not already done so, the chair shall as soon as possible thereafter inform the other trustees or relevant committee members and npr's general counsel of such disqualification. In certain circumstances, a trustee may request, in a writing directed to the general counsel, that a disclosure be treated confidentially. If there is any question as to whether there is a conflict of interest, the trustee, board or committee shall request a written opinion from npr's general counsel regarding the propriety of the trustee's involvement. After consulting with npr's general counsel, the chair of the board shall move that the board vote such corrective actions as may be necessary or appropriate to remedy any violation of this conflict of interest policy for foundation trustees as determined by the board. Such motion shall be made at the chair's initiative or at the request of any trustee.”

“All foundation officers are compensated directly by npr under npr's compensation policy. Npr seeks to ensure that compensation is reasonable under section 4958 and represents the fair market value for services rendered. Npr routinely utilizes benchmark studies and independent review of market compensation data from both nonprofit and media organizations, prepared by compensation consultants, at the time of employee hiring or when special compensation adjustments are awarded. Npr sets compensation within the range of the going market rate. No individual having a conflict of interest under npr's conflict of interest policy is permitted to participate in the review or decision making process. Npr maintains all records regarding compensation.”

“Audited financial statements and forms 990 and 990-t are posted and available for download on www.npr.org < http://www.npr.org/about-npr/xxx-xx-xxxx/public-radio-finances>. Articles of incorporation are available upon request.”

“Ms. Cowan served as npr's acting president and chief executive officer from march 24, 2021, to june 1, 2021. During this period, ms. Cowan was also a trustee. Ms. Lang served as acting treasurer from march 24, 2021, to june 1, 2021. Ms. Shanahan was acting chief legal officer, general counsel, and secretary from november 1, 2020, to february 15, 2021.”