Naples Children and Education Foundation

“The executive committee shall consist of the chairperson, the vice-chairperson, treasurer and the immediate past chairperson and chaired by the current board chair. The role of the executive committee shall be to discuss issues that arise during the interim times between board meetings and to make recommendations to be presented to the board at the next board meeting.”

“Directors or trustees with the same last name in part vii are spouses.”

“The members of the organization are the trustees.”

“The nominating committee shall consist of the current chairperson, vice-chairperson, grant committee chair and four (4) other trustees appointed by the board of directors. This committee will evaluate and recommend trustee candidates to the board of directors. The board of directors will then recommend approved trustee candidates to the trustees. Any new trustee must be approved by a seventy-five percent (75%) vote of the trustees who cast a vote on the candidate, in person or by proxy, at a regular, special or annual meeting of the trustees. Directors shall be elected annually by the trustees to replace those directors whose terms have expired, and to serve as directors until the election and qualification of their respective successors, except as herein otherwise provided for filling vacancies.”

“The trustees shall have power to make, alter, amend and repeal the bylaws of the organization by an affirmative vote of seventy-five percent (75%) of the trustees present in person or by proxy at an annual meeting or a special meeting called for that purpose.”

“The cfo reviews the 990 draft prepared by cpa firm to ensure it accurately reflects the financial information from the internally prepared financial statements and agrees in totality to the externally issued financial statement audit. Upon completion, the cfo presents and reviews with the finance committee chair and recommends the return to be filed as presented. The 990 is then sent to the finance committee members in advance of the next meeting and it is presented and reviewed in detail with the committee members. A motion is then made to accept as prepared and to send to the board for final acceptance and approval. The board of directors each receive a copy of the return in advance. It is reviewed and discussed at the board meeting, and motion to accept as prepared is made and approved prior to filing with the irs.”

“The documents are circulated to trustees and board members once a year for completion and the development department collects and follows up with missing documents. Numerous attempts to collect are made. Any conflicts noted on the returned documents are evaluated. If a conflict exists, that trustee would be recused from voting on any topics that represent the conflict.”

“The organization has a compensation committee which includes the executive committee plus one finance committee member who reviews all of the executive staffs' compensation and benefits. They deliberate with input materials from the cfo and ceo, including current compensation, bonuses, and benefits along with recommendations regarding benefit package enhancement proposals and atmospheric considerations regarding job market and retention concerns and overall hiring landscape. The compensation committee deliberates and informs the cfo in writing of final recommendations. This process is performed annually.”

“The organization's governing documents, conflict of interest policy, and financial statements are made available upon request.”

“Change in beneficial interest in assets held by others 1,253.”