NPR Foundation

“When the npr foundation ("foundation") board of trustees ("board") is not in session, the executive committee of the board has 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.”

“National public radio, inc.'s ("npr") president & ceo and chair of the board of directors, acting jointly, are official voting representatives for npr ("two voting representatives"), the only organization supported by the npr foundation ("foundation"). Elected members of the foundation board of trustees shall be deemed elected following the affirmative vote of the foundation's board of trustees, and 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 supported organization 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 official voting representatives for npr ("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 reviewed by national public radio, inc.'s ("npr") finance division. Both forms are also reviewed by npr's office of general counsel and by key members of npr's executive and senior leadership. The final versions are made available for review to all members of the foundation's board of trustees prior to filing with the irs.”

“On behalf of the npr foundation ("foundation"), national public radio, inc. ("npr") regularly monitors and surveys members of the foundation's board of trustees ("foundation board") and foundation officers to identify possible conflicts of interest. Npr's chief legal officer, general counsel, and secretary ("npr general counsel") is authorized, with the approval of the foundation's board chair, to seek from the foundation's 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 foundation's directors and officers which could lead to conflicts of interest. Regarding actual or apparent conflicts of interest for a foundation trustee, a trustee, (a) refrains 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, and (b) disqualify themselves 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 informs the foundation board chair of that disqualification, and if the trustee has not already done so, the foundation board chair, as soon as possible thereafter, informs the other trustees and npr's general counsel of such disqualification. In certain circumstances, the trustee may request, in writing and directed to npr's general counsel, that a disclosure be treated as confidential. If there is any question as to whether there is a conflict of interest, the trustee or foundation board requests 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 moves that the foundation board vote such corrective actions as may be necessary or appropriate to remedy any violation of the foundation board's conflict of interest policy as determined by the foundation board. Such motions are made at the foundation board chair's initiative or at the request of any trustee. Conflicts of interest involving officers are addressed in a similar manner.”

“National public radio, inc. ("npr") compensates the npr foundation's officers directly under npr's compensation policy. Npr seeks to ensure that the compensation is reasonable under section 4958 of the internal revenue code of 1986, as amended, 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 the decision-making process. Npr maintains all records regarding compensation. The last compensation review took place in november 2022.”

“National public radio, inc.'s ("npr") consolidated financial statement, which includes the balances, activities, and information about the npr foundation ("foundation"), are posted and available for download on https://www.npr.org/about-npr/xxx-xx-xxxx/public-radio-finances. The foundation's forms 990 and 990-t are also posted and available for download on the same website. Articles of incorporation and the conflict of interest policy are available upon request.”