Adf Foundation

“The ADF Foundation Board of Directors provides to the Chairman of the Alliance Defending Freedom ("Ministry") Board a slate of qualified candidates to serve on the Foundation Board. In the recommendations to the Ministry, the information includes the candidates' education, work experience, philanthropic and community involvement activities, and the specific qualities and/or experience that help identify what will make the individual an engaged member of the Foundation's Board of Directors and a high quality steward of the Foundation's resources and its mission. The Foundation's Directors are appointed in writing by the Ministry Board. One or more other individuals may also serve simultaneously on the Foundation Board, as well as the Ministry Board of Directors. In addition, the President and CEO of the Ministry shall automatically, upon assumption of such office, become a Director of the Foundation Board with full voting power during his/her tenure in office. The Foundation's Governance and Nominating Committee ("Committee") is appointed by the Foundation Board of Directors. The Committee, among many other responsibilities, is responsible for developing the criteria and qualifications for membership on the Board; identifying, recruiting and recommending director candidates to fill new or vacant positions on the Board; and conducting appropriate inquiries into the backgrounds and qualifications of possible candidates.”

“The Foundation's bylaws prohibit taking "substantial action" without the approval of the Alliance Defending Freedom board of directors. "Substantial action" means (1) Merging with another corporation or entity; (2) Dissolving the Foundation; (3) Guaranteeing the obligations of another entity or individual; or (4) Selling or transferring all or substantially all (eighty percent (80%)) of the assets of the Foundation.”

“The Foundation does not have any committees that have authority to act on behalf of the governing body. Therefore, this line was answered no in accordance with the instructions.”

“The Form 990 is prepared by an independent CPA firm. Upon completion, the Finance Team of Alliance Defending Freedom (ADF), a related organization, reviews the ADF Foundation Form 990 through the following process: 1) ADF VP of Finance and accounting team members compare the Form 990 to the annual corporate consolidated audited financial statements and internal financial reports. The Form 990 is then reviewed by the ADF Foundation President for content and clarity. 2) The ADF VP of Finance assigns the ADF accounting team members to review calculations, spelling, and content. 3) Following the review, the Form 990 is distributed to: A. ADF VP of Finance B. ADF Foundation President C. ADF Foundation Director of Operations 4) The return is shared with the Board of Directors. 5) Changes and corrections throughout the process are addressed at each step. 6) The ADF Foundation President signs the Foundation Form 990 and causes it to be filed with the IRS. 7) Upon filing with the IRS, the ADF Foundation Form 990 is available for public inspection.”

“The conflict of interest policy covers any Director, Principal Officer, or Member of a committee with governing board delegated powers, who has a direct or indirect financial interest. Annually, each covered person is required to sign a statement affirming receipt, understanding, compliance and reporting under the policy. The Foundation also conducts periodic reviews to ensure operations are consistent with its charitable purposes. Directors shall report possible conflicts of interest to the Chairman of the Board of Directors prior to any action on the transaction by the Foundation. Upon report of a possible conflict, the Board of Directors shall conduct an investigation and determine whether a conflict of interest does exist and whether it is substantial. If the Board determines that a substantial conflict of interest exists, the interested individual shall not vote on the transaction presenting the conflict. The interested individual may vote only if the Board determines that no conflict exists or the conflict is not substantial. No investigation or determination by the Board shall be required if the interested individual voluntarily agrees to refrain from voting on the transaction presenting the potential conflict of interest. The interested individual may be counted in determining the presence of a quorum. The remaining Board or Committee Members shall decide if a conflict of interest exists. The minutes of the governing board and all committees with Board delegated powers shall contain: A. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed. B. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.”

“ADF Foundation does not compensate any officers or key employees. Therefore, these lines were answered no in accordance with the instructions.”

“ADF Foundation makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”