Raspberry Pi Foundation

“The initial member of the corporation is raspberry pi foundation.”

“The corporation shall be managed by its board of directors, which shall be elected by the members of the corporation.”

“The general management of the affairs of the corporation shall be vested in the board of directors, provided, however, that neither the board of directors nor any officer, employee or committee to whom the board of directors may delegate any power or duty shall take any action with respect to any of the reserved matters without first having obtained consent from a majority of the members, in writing or by electronic transmission. The members are expressly authorized to make, alter or repeal the bylaws.”

“There are no committees who can act on behalf of the board.”

“When the 990 has been prepared, reviewed by the executive director and is ready to be filed with the internal revenue service, it is distributed electronically to the governing body for any comments prior to its submission. Each issue is documented and addressed until the return is approved for filing.”

“The conflict of interest policy is reviewed annually and monitored by the board. Raspberry pi foundation north america, inc. Requires its directors, officers, employees and volunteers to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. The purpose of this policy is to protect the corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a director, officer or other person in a position of authority within the corporation. Conflict of interest arise from personal relationships or from a financial interest. A direct conflict can arise when an interested person has a personal or financial interest in any matter involving the corporation or has a financial or agency relationship. The primary obligation of any person subject to this policy who may be involved in a conflict of interest situation is to bring it to the attention of those designated under the disclosure procedures so that the potential conflict can be evaluated and addressed. An interested person should not make the decision about whether a conflict of interest exists unilaterally. An interested person shall make an appropriate disclosure of all material facts to the board at any time that any actual or potential conflict of interest arises. After disclosure of all material facts and any follow-up discussion with the interested person with a potential conflict of interest, a determination must be made about whether a material financial interest, self-dealing transaction or other kind of actual conflict exists. If the potential conflict is first disclosed during a board or committee meeting at which the interested person with the potential conflict is in attendance, the interested person shall leave the meeting while the determination of whether a conflict of interest exists is either discussed and voted upon or referred to committee for further consideration. Prior to voting on a contract, transaction or matter in which an actual conflict of interest is found to exist, the board or committee will follow the procedures as follows: the interested person may make a presentation at the board or committee meeting at which such transaction is being considered, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. If the board has reasonable cause to believe that an interested person has failed to disclose actual or possible conflicts of interest, it shall inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose. If, after hearing the interested person's response and after making further investigation as warranted by the circumstances, the board determines the interested person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“All compensation arrangements shall be (i) reasonable, (ii) based on comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated organizations and (iii) documented in writing (including the date and terms of the arrangement) and approved by the remuneration committee prior to the payment of any compensation. The executive director's salary was last reviewed in 2024.”

“The organization makes its governing documents, financial statements, conflict of interest policy, and form 1023 and form 990 available to the public upon request.”

“Philip colligan, wendy orme, and andrew morton are employed wholly and exclusively by the uk parent charity, raspberry pi foundation. They are british and reside in the uk. All of their compensation reported in part vii and schedule j is taxed in the uk. They receive no us compensation. The compensation reported in part vii and schedule j was converted from english sterling to u.s. Dollars.”