Fc Cincinnati Foundation

“Mrs. Martha lindner and mrs. Tabitha lindner have a family relationship.”

“The following significant changes to the governing documents were made since the prior form 990 was filed: -the role of members in governance: the members shall be those persons who serve as directors, and their respective memberships shall last during their respective terms of office as directors. The duly elected directors shall have the rights and privileges of members as are provided under ohio nonprofit corporation law. -the authority and duties of the governing body's voting members: the entire direction and management of the affairs of the foundation shall be vested in the board of directors who shall have complete discretion over the business activities, funds and properties of the foundation, and who shall have complete authority with respect to expenditures and disbursements necessary to carry out the purposes and activities of the foundation. A director shall perform his or her duties as a director of the foundation in good faith, in a manner he or she reasonably believes to be in, or not opposed to, the best interests of the foundation and with care that an ordinary prudent person in a like position would use under similar circumstances. -the number of the governing body's voting members: the foundation shall have at least 3 and not more than 18 directors, as determined from time to time by the board of directors. The number of directors may be increased and decreased by a vote of a majority of the total number of directors; provided, however, that notice of any increase or decrease in the number of directors shall be included in the notice of such meeting. No decrease in the number of directors shall have the effect of removing any director prior to expiration of such director's term. A majority of the members of the board of directors shall not be employed by fc cincinnati or any affiliated organization. Each director shall hold office for a three year term. -the composition of the governing body's voting members: the board of directors shall be comprised of three classes of directors identified as class a directors, class b directors and class c directors. The class a directors shall consist of one-third of the board of directors, the class b directors shall consist of one-third of the board of directors, and the class c directors shall consist of one-third of the board of directors. -quorum: the presence of a majority of the members of the board of directors then serving shall constitute a quorum at any meeting of the board of directors, except that a majority of the directors in office constitutes a quorum for filling a vacancy in the board. -voting: at all meetings of the board of directors, each director shall be entitled to cast one vote on any question coming before the board at a meeting. Unless otherwise provided in this code of regulations, the affirmative vote of a majority of voting directors present at a meeting in which a quorum is present shall be necessary for the authorization or taking of any action voted upon by the board of directors. -compensation of directors and officers: the directors shall not be entitled to any compensation for their services as a director. No director that is also an officer may participate in a vote to determine whether such director/officer shall be entitled to compensation for serving as an officer or the amount of such compensation. All officers shall serve without compensation unless a majority of directors vote to pay compensation to any particular officer. -composition of the officers: the officers of the foundation shall be a chair, president, a vice president, a secretary, a treasurer and such other officers determined by the board of directors, all of whom may be members of the board of directors. Said officers shall be appointed by the board of directors and shall hold office for a period of one year, or until his/her successor is elected and qualified, or until his/her earlier resignation, death or removal from office. All officers shall serve at the pleasur”

“The members of the foundation shall be those persons who serve as directors. The members have the power to appoint the governing body.”

“The entire direction and management of the affairs of the foundation shall be vested in the board of directors who shall have complete discretion over the business activities, funds and properties of the foundation, and who shall have complete authority with respect to expenditures and disbursements necessary to carry out the purposes and activities of the foundation. A director shall perform his or her duties as a director of the foundation, including his or her duties as a member of any committee of the foundation, in good faith, in a manner he or she reasonably believes to be in, or not opposed to, the best interests of the foundation and with care that an ordinary prudent person in a like position would use under similar circumstances.”

“The members of the foundation shall be those persons who serve as directors. The board of directors may elect an executive committee, to consist of the officers of the foundation and up to five other non-officer directors. The executive committee shall have and may exercise, so far as may be permitted by law, all the powers and authority of the board of directors but not the power to fill vacancies in the board of directors, to change the membership of, or to fill vacancies in the executive committee, or amend the articles of incorporation or code of regulations of the foundation. All actions of the executive committee shall be reported at the meeting of the board of directors next succeeding such action.”

“The form 990 is prepared by an independent third-party public accounting firm. Management reviews the 990 before the complete copy is made available to the foundation board before filing.”

“Fc cincinnati foundation has adopted a conflict of interest policy. These policies apply to any director, officer, or employee, or any person with the powers derived from the board of directors who has a direct or indirect financial interest. Fc cincinnati foundation regularly and consistently monitors and enforces compliance with the conflict of interest policy. Interested persons have a duty to disclose the existence and nature of any actual or possible conflicts of interest. The disinterested persons address the conflict with an investigation of alternative actions to the proposed transaction. A majority vote determines whether the transaction is in the foundation's best interest. Violations of the policy will result in appropriate disciplinary and corrective action.”

“The governing documents, financial statements, and conflict of interest policy for fc cincinnati foundation are available to the public upon request.”

“The organization has launched five new program services, including: school club ambassador, mini soccer pitch builds, west end pride, soccer for success and learning is cool. A description of these new programs are available in part iii, line 4a-4d.”