St David'S Foundation Community Fund

“Pursuant to its bylaws, the community fund's sole corporate member is its related entity, st. David's foundation.”

“Pursuant to its bylaws, the power to appoint and/or remove board of directors members is reserved to the community fund's sole corporate member, st. David's foundation (provided that, at all times, a majority of directors are independent of st. David's foundation and st. David's community health foundation holdings).”

“The authority of the board of directors of the community fund is limited with respect to the following actions, each of which may be taken only with prior written approval of the organization's sole member, st. David's foundation: 1. Amendment or restatement of the articles of incorporation or bylaws; 2. Merger, consolidation, or dissolution of community fund or establishment of any subsidiary; 3. Sale, conveyance, lease, exchange, pledge, or mortgage of all or substantially all of the assets; 4. Sale, conveyance, lease, exchange, pledge, or mortgage of any real property in which community fund has an interest; 5. Sale, conveyance, lease, exchange, pledge, or mortgage of any personal property in which community fund has an interest with a fair market value exceeding $100,000; 6. Unbudgeted acquisition or purchase of any real or personal property for consideration with a fair market value exceeding $100,000; 7. Execution and delivery of any contract which requires the unbudgeted expenditure of more than $100,000; 8. Adoption of the annual budget; 9. Establishment of or amendment to articles of incorporation or bylaws of any legal entity in which community fund is a partner, participant, joint venturer, controlling shareholder, or sole member, and any subsidiary thereof; 10. Guarantee of any debt not of community fund, and; 11. Selection of the independent accountant for the annual audit.”

“The community fund's form 990 is prepared by a nationally recognized tax firm in conjunction with st. David's foundation's finance team. The st. David's foundation's tax, audit & compliance committee performs a comprehensive review of draft of the form 990 prior to it being finalized and approved. A copy of the form 990 is then presented to the st. David's foundation board of trustees and the community fund's board of directors for review and comment, after which time the form 990 is electronically filed with the internal revenue service.”

“The community fund annually verifies compliance with the conflicts of interest policy. The individuals covered by this policy include the officers and directors. The persons covered by this policy are required to annually disclose their interests that could give rise to conflicts of interest. For each disclosure, a determination is made whether the potential conflict requires either recusal from participation in related discussions or decisions, or resignation or removal from community fund or its board.”

“The community fund does not directly compensate any of the individuals reported on the form 990; all compensation is paid by its related entities. The president's compensation was established pursuant to an independent third-party compensation survey that was conducted on may 5th, 2022 [without participation by any officers, directors or key employees who may have been subjects in the survey].”

“The community fund's governing documents, conflicts of interest policy, and financial statements are available to the public upon request.”