The Center Foundation Inc

“The center foundation, inc. Does not compensate the organization's officers or key employees. Kinexion, the sole corporate owner of the reporting organization, paid compensation to the officers and key employees of the reporting organization. Kinexion has established the compensation of the officers and key employees using: a written contract, independent compensation consultant, form 990 tax returns of other organizations, compensation surveys or study, and approval by the board of directors or compensation committee. Kinexion has written employment agreements in place for these individuals, which outline compensation including all forms of wages and fringe benefits. Kinexion uses an outside independent accounting consultant firm with expertise in the not-for-profit industry to perform compensation analyses of the executive positions. The compensation analyses include compensation surveys of comparable positions based upon the compensation and fringe benefits reported on the form 990 tax returns for comparable agencies in the industry. The results of the compensation analyses are presented to the board of directors, who review the analyses to determine appropriate compensation levels and ensure compliance with the due diligence guidelines as outlined in irc sec 4958. The basis for its determination and all decisions made are contemporaneously documented in meeting minutes. The organization regularly commissions an independent compensation study; the last survey was completed in 2024.”

“The sole member of the corporation is center for developmental disabilities, inc. ("cdd").”

“The sole member, cdd, has the power and right to elect the directors of the corporation.”

“The sole member, cdd, has the power to the following: (a) changing the corporation's purpose; (b) appointing the corporation's board of directors; (c) removing the corporation's board of directors with or without assignment of cause; (d) filling any vacancies in the corporation's board of directors; (e) amending the corporation's certificate of incorporation; (f) amending, repealing these bylaws or adopting new bylaws; (g) approving any engagement in, or entry into, any transaction providing for the sale, mortgage or other disposition of all or substantially all of the corporation's assets, or the approval and adoption of a plan of merger or consolidation of the corporation with another corporation; (h) approving any capital expenditure of $100,000 or more; (i) approving any borrowing or other incurrence of debt by the corporation, whether long-term or short-term and whether secured or unsecured; (j) approving the creation, acquisition and/or dissolution of an entity in which the corporation is proposed to be, or is, the controlling member; (k) admitting, terminating, resigning, redeeming, or transferring of membership interests; (l) selecting outside auditors and general counsel of the corporation; (m) approving all board-initiated long-range strategic plans of the corporation; (n) approving the budget of the corporation; (o) adopting a plan of dissolution and/or distribution of the assets of the corporation; (p) appointing the chair and chief executive officer of the corporation; and (q) deciding any matter reserved to the member of a not-for-profit corporation under the n-pcl”

“The form 990 was prepared by an independent accounting firm in conjunction with the organization's financial department. A copy of the draft form 990 was circulated to the full board of trustees in either paper or electronic form for discussion and comment. Each board member was provided ample opportunity to comment on the information contained in the 990 prior to its filing with the internal revenue service.”

“The center foundation, inc. Operates under the conflict of interest policy of its parent organization, the center for developmental disabilities, inc. The policy and annual disclosure forms are distributed to all board members, officers and management staff. Each individual is required to sign and review the disclosure form and provide information about any relationships they may have with the center foundation, inc., other employees, and/or vendors that conduct business with the center foundation, inc. All submissions are reviewed by human resources to determine if a conflict exists; when a conflict arises, the individuals affected are prohibited from participating in the decision-making process related to any transaction occurring with the conflicted organization.”

“Upon request, the organization will make available only those documents required to be disclosed under the public inspection laws.”