Gary Sinise Foundation

“Gary sinise and moira sinise are married.”

“The foundation's bylaws were amended on march 8, 2021 to (i) allow for the expansion of the size of the board of directors of the foundation from a maximum of nine (9) directors to a maximum of eleven (11) directors, and (ii) provide that a quorum shall consist of at least a majority of the directors then in office. The foundation's bylaws were further amended and restated on july 12, 2021 to (i) consolidate all previous amendments into a single document, (ii) formally define certain significant organizational actions which require the written consent of the sole member, (iii) establish limits on the number of consecutive terms directors may serve, (iv) formally incorporate provisions governing the composition, meetings, actions, duties, and powers of the foundation's executive committee, audit committee, and advisory groups/councils, (v) establish qualifications for certain officers of the foundation, (vi) formally establish the office of the vice chair of the board, (vii) clarify the roles, responsibilities and reporting obligations of the chair, the vice chair, the chief executive officer, and chief operating officer of the foundation, and (viii) formally establish provisions governing amendments to the foundation's certificate of incorporation.”

“In march 2021, the foundation discovered that it had been the victim of wire fraud. Following prompt notification to law enforcement authorities and an extensive review, it was determined that the data breach occurred in late december 2020 but the outlay of cash, totaling $1,151,380, was criminally seized in the first quarter of 2021. Due to the board's immediate and comprehensive response to the situation, a substantial amount of the stolen funds (nearly 31%) was recovered directly from the banks involved with the transfers. As of 11/14/2022, the foundation has recovered $355,774 and has deemed the remaining amount to be unrecoverable and recognized a loss of $795,606 which has been included as an non-operating item in the foundation's consolidated statement of activities. The investigation did not uncover any reason to believe that any of the foundation's personnel or service providers willfully participated in the fraud. Subsequent to the discovery, the foundation has implemented additional internal control measures to prevent any future data breach attempts, moved funds to a more secure financial institution and onboarded a new it company and a new accounting service provider. Some changes in management, including the departure of the coo and the appointment of a cfo, have also occurred in late 2021. Subsequent to year end, the foundation appointed a new controller in february 2022.”

“The foundation's sole member is gary sinise.”

“The sole member has the right to appoint the members of the foundation's governing body. The full board acknowledges the appointment of all newly appointed board of directors. The appointment of a director for a second, third, and/or fourth consecutive term also requires the affirmative vote of a majority of all directors then in office in order to be effective.”

“Certain governance decisions of the foundation are reserved to its sole member.”

“Form 990 is reviewed by the following: (1) donna palmer, interim executive director (2) barbara titus, director/chair of audit committee (3) legal counsel. The return is then provided to the rest of the board prior to filing.”

“All interested persons must disclose to the board or committee of which they are a member all financial interests and board memberships and all material facts relating to any organization entering into a transaction or arrangement with the foundation which may result in a conflict of interest. Annually the board of directors receive an annual conflict of interest policy affirmation and disclosure statement. Each board member is required to sign and return to the foundation the acknowledgement and certification.”

“The compensation of the ceo was reviewed and approved by the board of directors.”

“The organization's form 990 may also be inspected on www.guidestar.org”

“Audited financial statements made available on garysinisefoundation.org”

“Professional services: program service expenses 3,619,242. Management and general expenses 609,427. Fundraising expenses 343,378. Total expenses 4,572,047.”

“Decrease in value of contributions and grants receivable -2,000,000. Extraordinary expense (see part vi, section a, line 5) -795,606.”