San Antonio CPA Continuing Education Foundation

“Under article 6 of the by-laws, the board may delegate to committees through a resolution. However, at no point can they designate the power to amend, alter or repeal the bylaws, remove/change/amend bylaws, elect, appoint or remove a committee member or director, adopt a merger plan, authorize a sale, lease or exchange of corporate assets or dissolve the corporations.”

“The san antonio cpa society shares members with the san antonio continuing education foundation.”

“Members have the right to elect members of the board of directors.”

“Members have the right to approve decisions of the board.”

“The form 990 is distributed to the board of directors and approved.”

“During the first meeting of each fiscal year, the chairman reviews the conflict of interest policy with the entire board of directors. Each officer and director is required to sign an annual statement that he/she understands the conflict of interest policy and agrees to disclose to the chairman any conflict or potential conflict of interest which may arise during his/her service. The disclosure of any conflict should be in writing, confidentially addressed to the chairman, and should describe the facts and circumstances relative to the potential conflict of interest. It will be the decision of the chairman as to a resolution of the conflict, if a resolution is deemed necessary.”

“The executive director is compensated through the san antonio chapter of the tscpa, a related tax-exempt organization. The executive board of the related organization, consisting of the current president, president elect, treasurer, and secretary, researched the compensation of other executive directors and staff employees in determining the salaries comparable to industry standards. The executive director's last compensation review was performed in may 2020. The foundation reimburses the san antonio chapter of the tscpa for the time spent by chapter employees on foundation business.”

“The governing documents, conflict of interest policy, financial statements, and form 990 are available upon request.”

“The amounts shown in part ix as compensation are allocations of salary expense from the related organization based upon time spent working on foundation business relative to the related organization's business. All compensation is reported on the w-2's and w-3 through the related organization and therefore the employee count for the foundation as reported in part v, line 2a is 0.”