State Democracy Project

“The federal form 990 is prepared by the outside accountants and reviewed by the accounting consultant. A copy of the draft federal form 990 was provided to each board member with additional documents for review and approval. If any changes were made, the final draft form 990 is sent to the board of directors prior to filing with the internal revenue service.”

“Employees and the board are asked once a year at the first board meeting of the year to complete their annual conflict of interest forms. To identify possible conflicts of the interest, all every voice staff, consultants, interns and volunteers must disclose to the president and ceo, or to their supervisors, the existence of any financial interest in any entity with which that corporation or any legally related organization has or is negotiating a transaction or arrangement with every voice and all material facts related to that interest. A conflict of interest exists whenever an interested person's competing interest or fiduciary duty is substantial enough that the interested person cannot reasonably be expected to exercise independent judgement and take action in the best interest of the corporation. Conflicts of interest most frequently arise in (but are in no way limited to) the context of: 1) decisions about an interested person's compensation (as a contractor or employee); 2) decisions about transactions with entities in which an interested person hold an ownership interest; 3) decisions about transactions with an entity by which an interested person is employed. Conflicts (or the appearance of conflicts) may also arise when the corporation is contemplating a transaction with a close relative or domestic partner of an interested person, or any entity in which such a related person has an ownership interest or which employs such a person. Conflicts (or the appearance of conflicts) may also arise when the corporation is contemplating a transaction with a close relative or domestic partner of an interested person, or any entity in which such a related person has an ownership interest or which employs such a person. Whenever a director, officer, or committee member becomes aware of a potential conflict of interest, whether financial or otherwise, s/he makes the situation known to the board or committee (as the case might be) and provide all facts material to understanding the nature and scope of the conflict, including whether the interested person believes his or her ability to make an independent decision based solely on the best interest of the corporation has been compromised. If the interested person involved does not make this disclosure, another director or committee member with knowledge of the potential conflict draws it to the body's attention. The interested person with the potential conflict retires from the meeting and does not participate in final discussion and voting on the existence of the conflict. If a conflict is found to exist, the interested person may be invited to provide any relevant information that could be of use to the board in making its decision, but again retires and does not participate in the final discussion and voting regarding the transaction. The board or committee's decision will be based on consideration of whether the transaction: a. Is in the organization's best interest and for its own benefit; b. Is fair and reasonable to the organization; and c. Is the most advantageous transaction or arrangement the organization can obtain with reasonable efforts under the circumstances. Whenever a staff member becomes aware of a potential conflict of interest in an area where s/he exercises any discretion in carrying out his/her duties for the corporation, s/he promptly discloses the potential conflict of her/his immediate supervisor or to the president and ceo. If the president and ceo has a potential conflict, s/he discloses it to the board or an executive committee. The person or body to whom disclosure is made (hereinafter "supervisor") determines whether there is a conflict that requires recusal of the interested person. When a conflict is found to exist, the interested person provides the supervisor with all information s/he has relevant to any decision to be made in which s/he has an interest, and the final decision is made by the supervisor.”

“All salary increases for the president & ceo, outside of cost of living adjustment, are initiated by the board of directors and are documented in the minutes of the meeting, based on current salary comparability data for the nonprofit sector. The president determines compensation for all other staff. Aggregate staff compensation and cost of living adjustments are discussed with the board in the context of the annual budget process before making the increase. All final decisions regarding aggregate compensation are documented in the minutes of the meeting. The most recent review of executive compensation was made in the context of hiring the current executive director, whose tenure began in november 2020, based on board members' review of compensation arrangements at similar organizations.”

“The organization's annual financial statements as well as its 990 are available through its website. The financial statements plus governing documents and conflict of interest statement are also available upon request.”