Foundation for Orange County Public

“The executive committee shall have and exercise the authority of the board in the management of the business of the corporation between meetings of the board. The executive committee shall have all authority of the board, except to the extent otherwise provided herein or limited b y the board, but in no event may the executive committee act on recommendations of the board development committee with respect to election of members of the board or officers of the foundation. Any person dealing with the foundation may rely upon any act or authority of the executive committee to the same extent as an act or authority of the board. All action taken by the executive committee shall be reported to the board at or before the next regular meeting of the board. A majority of voting members of the executive committee shall constitute a quorum at any meeting.”

“The executive director shall review the form 990 and resolve any outstanding issues or questions with the independent accounting firm reviewing or preparing the form before distribution to the finance committee and governing board. It is the director's responsibility to confirm that these forms do not contain any untrue statements or omit any material facts as well as ensure the financial information fairly represents the foundation's financial condition for the period being reported. The finance committee shall review the draft form 990 prior to filing with the irs and shall docuent their discussion and review of the document in the committee meeting minutes. Final review of the form 990 is specifically delegated to the finance committee and no further review shall be required before such forms are filed with the irs. The draft form 990 shall be provided to each voting board member of the board of directors prior to filing with the irs. Distribution shall be in the form of electronic mail or actual mailing of the document.”

“A conflict of interest arises whenever a director, officer or employee has a relationship or engages in an activity that may impair independent of judgement or tend adversely to influence the performance of duty as it pertains to the overall welfare of the foundation for orange county public schools. Each director, officer and employee shall disclose to the foundation interest in any non-profit organization or firm, corporation or other business engaging in transactions with the foundation. Transactions shall include all dealings (including grants in the case of non-profit organizations) between the foundation and any firm, corporation or other entity in which the individuals or a member of his family has an interest. Interest shall include any ownership interest or an interest in profit or losses, or an interest by reason of serving as an officer, director or employee of the firm, corporation or other entity having transactions with the foundation. Disclosure shall be the responsibility of the director, officer or employee immediately upon election or employment and shall remain a continuing obligation as long as he or she occupies such status. A conflict of interest disclosure form will be distributed to each director, officer and employee to be completed annually. The completed forms will remain on file in the foundation office. If there is a change in status during the year, the director, officer, or employee must complete and file a new form. Disclosure should be made in writingto the foundation board chair and this information shall be treated as confidential to the extent consistent with proper administration of this policy as determined by the board of directors. In the event that is it determined by the board of directors of the foundation that the nature of interest of any director, officer or employee in another entity presents actual or potential injury to the foundation or to the standard or reputation of the foundation in the community, the individual involved will be required to: a) accept the decision of the board in resolving the conflict; or b) either terminate his interest in the entity engaging in a transaction with the foundation or resign as a director, officer or employee of the foundation.”

“The foundation has entered into an agreement with the school board of orange county, fl, for use of its personnel services, pursuant to florida statute 1001, 453(2), to support a direct-support organization such as the foundation. The school board will hire persons for the following positions: senior administrator, finance, district foundation: senior administrator, philantrhopic strategy, district foundation; senior manager, events and engagement, district foundation; senior manager, grnats, district foundation; administrative specialist, district foundation; senior administrator, read2succeed (grant-funded); volunteer coordinator, read2succeed (grant-funded); and graphics manager, public relations. Such persons will be employees of the school board and will be assigned to work on behalf of the foundation and its mission. Salaries and benefits will be determined by the school board and will be reimbursed by the foundation. The foundation agrees to reimburse the school board for partial cost of certain other district-created positions such as chief communications officer/president of the district foundation $30,000, and executive director, district foundation $20,000. Such persons will be employees of the school board. The agreement term is july 1, 2023 through june 30, 2024, with an automatic renewal each year unless one party gives written notice to the other party no later than 60 days prior to july 1, of the year that it will not renew the agreement.”

“The organization makes its governing documents, conflict of interest policy, annd financial statements available to the public upon request.”