New Orleans Public Library Foundation

“Irvin mayfield and ronald markham have a business relationship”

“The foundation is organized on a non-stock basis. There is one class of membership, restricted to a maximum of 15 members. Each member of the foundation serves on the board of directors, which manages the business and affairs of the foundation.”

“An annual meeting of the directors is held in june of each year for the purpose of electing officers and members representing the new orleans community and for the transaction of such other business as may properly be brought before the meeting.the officers of the foundation shall be chosen by the directors and shall be a president, vice president, secretary and a treasurer. No officer shall hold more than one office at one time and officers may serve consecutive terms in the same office.the board of directors may appoint such other officers and agents as it shall deem necessary.”

“A majority of the board shall be necessary to constitute a quorum for teh transaction of busienss, an except as otherwise provided by law, the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the board.if a quorum is present when the meeting is convened, the directors present may continue to do business.”

“The form 990 is completed annually and copies are provided to the board of directors as well as the president/ceo of the organization. The president/ceo reviews the form 990 with the board of directors, making any changes needed.”

“The new orleans public library foundation regularly and consistently monitors and enforces compliance with its conflict of interest policy through the following procedures:duty to disclose in connection with any actual or possible conflict of interest. An interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board-delegated powers considering the proposed transaction or arrangement.determining whether a conflict of interest exists - after disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.procedures for addressing the conflict of interest -a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.c. After exercising due diligence, the governing board or committee shall determine whether the organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.violations of conflict of interest policy -a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflict of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.b. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.records of proceedings - the minutes of the governing board and all committees with board delegated powers shall contain: a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present and the governing board's or committee's decision as to whether a conflict of interest in fact existed.b. The names of the person who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement and a record of any votes taken in connection with the proceedings.”

“The new orleans public library foundation, when hiring executive staff, management officials, and key employees, includes a review by independent persons of comparability data of at least three comparable organizations. This compensation isunderstood to be the value that would ordinarily be paid for like services by like enterprises under like circumstances. The review process includes the following requirements:1. The transaction is approved by the board of directors of the new orleans public library foundation. 2. The new orleans public library foundation uses appropriate data to determine comparability prior to making a decision through review of 990 forms and independent data detailing compensation of similar offices in similar organizations.3. The new orleans public library foundation documents the basis for its determination while making its decision through the recording of the minutes of such meetings of the board of directors.4. When determing the compensation and benefits packages, the new orleans public library foundation identifies all disqualified persons connected to their organization.5. The new orleans public library foundation follows the procedures for rebuttable presumption of reasonableness,6. The new orleans public library foundation benchmarks employee salaries against comparable peers.”

“The new orleans public library foundation makes its governing documents, conflict of interest policy, and financial statements available to the public through its public disclosure policy:the new orleans public library foundation's irs form 990, conflict of interest policy, and appropriate public governing and financial documents are available to the public upon request. Copies will be provided immediately in the case of in-person requests at the offices of the new orleans public library foundation. Requests received by written, phone, fax or e-mail means will be honored by mailing said documents to the public individual making the request. The current form 990, as well as the previous 5 years, conflict of interest policy, and annual report can befound at the foundation's offices: 219 loyola avenue, new orleans, la 70112. The noplf reserves the right to charge a reasonable copying fee plus actual postage for multiple copies requested from the same individual or related group of individuals.”