The Dallas Foundation

“Amended and restated bylaws section - discussion of change 2.2, number and qualifications of governors - deleted language is antiquated and unnecessary. Revised language takes into account that it should be fine for a governor to reside in a suburb or neighboring community. 2.3, election and term of office of governors - cleanup of language to confirm that a governor serving as immediate past chair, chair or chair elect may exceed the consecutive years of service limitation. 2.5, removal of governors it is appropriate for removal to require a supermajority. 2.8, regular meetings of governors - consistent with the effort to have more work done at the committee level, decrease number of required yearly meetings from 4 to 3. 2.9, special meetings of governors increase required notice from 1 to 2 days. 2.10, quorum of governors deleted language is confusing. 2.12, advisory governors new provision authorizing advisory board. 3.1, gift acceptance committee - (1) reference to gift acceptance policy added. (2) best practices say do not allow substitution of committee members so this option is deleted. 3.2, community philanthropy committee - references to other duties and to committee charter added. 3.3, 3.4 and 3.5, audit and risk committee, finance committee and investment committee - these 3 functions were handled by 1 committee. Best practices call for these functions to be separated. References to committee charters added. 3.6, development and marketing committee committee name changed, reference to committee charter added. 3.7, strategy and governance committee reference to committee charter added. 3.9, committee appointments clarify that a majority of the members of each committee must be governors. 3.10, committee authority clarify that only the gift acceptance committee has the authority to act on behalf of the board of governors. 3.11, committee procedures clarify provisions for the conduct of committee meetings. 4.1, commingled fund language cleanup. 4.3, recommendations by donors; variance power clarifications recommended by other counsel. 4.4, distributions non-discrimination provision broadened. 5.1, manner of giving notice, and 5.2, waiver of notice outdated language streamlined. 6.1, elected officers clarification that there may be multiple vice chairs. 6.2, election and term of office language cleanup. 6.3, appointive officers clarification of president and ceo's authority. 6.5, compensation removal of outdated provision; language cleanup. 6.6, removal and filling of vacancies language cleanup. 6.7, compensation removal of duplicate provision. 6.7 (formerly 6.8), chair limit consecutive terms to 2 unless board approves 1 more year. 6.8 (formerly 6.9), vice chair allow for multiple vice chairs. 6.9 (formerly 6.10), secretary allow for assistant secretary. 6.10 (formerly 6.11), president language cleanup.”

“The form 990 is prepared by an outside cpa firm. The form is reviewed for accuracy and completeness by the vice president of finance and the senior finance team. The form 990 is dispersed to the members of the audit and risk management committee of the board and reviewed with the outside cpa firm during the foundation's scheduled audit and risk management committee meeting. The vice president and cpa firm will capture all board committee recommended changes prior to the 990 being filed with the internal revenue service. The finalized 990 is then circulated to the audit and risk managment committee.”

“Board members, employees and volunteers are required to disclose to the board of governors any conflicts or potential conflicts of interest that may arise regarding a matter under review by the board. Additionally, an annual questionnaire is utilized to disclose any business or family relationships that may create a conflict of interest during the year.”

“Compensation process for top official - a select independent group of the board establishes the compensation package for the ceo. Compensation surveys, indicating national industry standards for compensation of similar organizations, are consulted in setting the compensation package for this position. Compensation process for officers - the board has designated compensation decisions for other officers and key employees to the organization's ceo. Compensation surveys, indicating national industry standards for compensation of similar organizations, are consulted in setting compensation packages for these positions.”

“The financial statements are available on the organization's website along with the most recently filed form 990. The governing documents and conflict of interest policy are available upon request.”

“All other services: program service expenses 6,984,481. Management and general expenses 690,070. Fundraising expenses 956,855. Total expenses 8,631,406.”

“Revocation of prior year grant expense 2,663,023. Rounding adjustment 3.”

“No change from prior year.”