NPR Foundation

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

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

“The president & ceo and chair of the board of directors of the sole member, national public radio, inc. "npr"), acting jointly, are official voting representatives for npr ("two voting representatives"). Elected members of the npr foundation ("foundation") board of trustees shall be deemed elected following (a) the affirmative vote of the foundation's board of trustees, and (b) ratification by npr which is necessary unless the two voting representatives have cast affirmative votes for the prospective trustee.”

“National public radio, inc. ("npr"), the sole member of the npr foundation ("foundation"), has all rights conferred to it 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's trustees within 30 days following written notice to the chair of the foundation's board of trustees of its intent and rationale. Npr's president & ceo and chair of the npr board of directors, acting jointly, are npr's voting representatives ("two voting representatives") on the foundation board of trustees. If the two voting representatives acting in their capacity as ex officio trustees have cast affirmative votes for an action, such action may not be altered by npr.”

“The npr foundation's ("foundation") irs forms 990 and 990-t are prepared by an independent accounting firm, and are reviewed by national public radio, inc.'s ("npr") finance division. It is reviewed by npr's general counsel's office, and by key members of npr's executive and senior leadership. The final versions of both documents are made available for review to all members of the foundation's board of trustees prior to filing with the irs.”

“National public radio, inc. ("npr"), on behalf of the npr foundation ("foundation"), regularly monitors and surveys trustees and foundation officers to identify possible conflicts of interest. Npr's general counsel is authorized, with the approval of the chair of the foundation's board of trustees ("foundation board"), to seek from trustees and officers such information as to potential conflicts of interest, nonpublic corporate information, and gratuities as they deem appropriate, including periodic disclosure of information about the interests of the trustees and officers which could lead to conflicts of interest. Regarding actual or apparent conflicts of interest for a trustee, 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 foundation board chair or relevant committee of that disqualification, and if the trustee has not already done so, the foundation board 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 npr's general counsel, that a disclosure be treated confidentially. If there is any question as to whether there is a conflict of interest, the trustee, foundation 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 foundation board chair shall move that the foundation board vote such corrective actions as may be necessary or appropriate to remedy any violation of the conflict of interest policy for foundation trustees as determined by the foundation board. Such motion shall be made at the foundation board chair's initiative or at the request of any trustee. Conflicts of interest involving officers and employees other than trustees are addressed in a similar manner.”

“All npr foundation officers are compensated directly by national public radio, inc. ("npr") under npr's compensation policy. Npr seeks to ensure that compensation is reasonable under irc 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 of 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 https://www.npr.org/about-npr/xxx-xx-xxxx/public-radio-finances. Articles of incorporation are available upon request.”