The Lpga Foundation

“Members or stockholders the sole member of the lpga foundation is the ladies professional golf association.”

“Members or stockholders who may elect the foundation's bylaws reserve to the sole corporate member, the ladies professional golf association, the power to elect one or more members of the foundation's governing body. Any director may be removed, with or without cause, by the member. The governance committee may nominate at-large directors for approval by the board of directors. The board of directors shall approve and recommend at-large directors for election by the member.”

“Decisions subject to approval the foundation's bylaws reserve to the sole corporate member, the ladies professional golf association, the power to amend, repeal or restate the foundation's articles of incorporation.”

“Form 990 review process the form 990 is reviewed and approved by management and then shared with the full board of directors prior to the return's filing with the internal revenue service.”

“Conflict of interest policy monitoring & enforcement board members are provided with a conflict of interest reporting form on an annual basis on which to report and disclose any real or potential conflict of interest or ethical issue to the foundation. The obligation to report such conflicts or issues is ongoing; therefore, board members are required to report any change in circumstances whenever they occur during any calendar year. Each conflict of interest reporting form shall be submitted confidentially for review to the president and secretary, who are empowered to resolve any conflict of interest or ethical issue that may compromise a board member's ability to fulfill her or his fiduciary obligations to the foundation. In the event that a conflict of interest or ethical issue cannot be satisfactorily resolved by the president and secretary, the matter shall be referred to the foundation governance committee which shall seek to resolve the matter. Any matter that cannot be resolved by the above procedures shall be reported to the board of directors for resolution.”

“Process for determining compensation the commissioner of ladies professional golf association, a related organization, is charged with recommending the appointment of officers and key employees, conducting their performance reviews as well as determining their compensation. This recommendation is based on the following methods: comparable industry knowledge and market surveys. The board of directors of ladies professional golf association reviews compensation during the budget process.”

“Section 6104 requirement the foundation makes its form 990 available at its main place of business and on the internet at www.guidestar.org. The foundation's form 1023 is, likewise, available at the foundation's main place of business.”

“The foundation's governing documents, conflicts of interest policy and financial statement are available to the public at management's discretion.”

“Nancy henderson is an employee of a related organization, ladies professional golf association, and receives her form w-2 from that organization. Ms. Henderson provides services both to the lpga and the lpga foundation. In the interest of clarity, the lpga foundation is reporting that 50% of ms. Henderson's compensation is attributable to services rendered to the lpga foundation.”