Portland Community College Foundation

“The executive committee shall consist of the president, vice-president(s), treasurer, and secretary, and, at the discretion of the board, up to three additional trustees nominated by the president and approved by the board. The executive committee shall meet as determined by the president or at the request of the majority of the trustees then constituting the executive committee. A quorum of the executive committee shall be constituted when a majority of the executive committee is in attendance, at least one of whom is the president or the vice-president. Subject to the limitations set forth in section 1.13(a)-1.13(d) above, the executive committee may exercise all of the powers and duties of the board during the interim between board meetings. All actions of the executive committee shall be promptly reported to all trustees at the next meeting of the board.”

“On november 13, 2024, the board of trustees adopted amended and restated bylaws to modernize the organization's governing document, improve operational efficiency, and align with nonprofit best practices. The significant changes were as follows: -strengthened governance: a formal purpose statement was added to articulate the foundation's core mission. The board president's term was extended to two years for leadership continuity, and the executive director's role as a non-voting, ex-officio member was formally clarified. -improved operational efficiency: a new provision was added to allow the board to take action via email vote, providing flexibility outside of formal meetings. The composition of the executive committee was also redefined for more strategic focus. -streamlined policies: in line with best practices, detailed procedures for conflict of interest and indemnification were removed from the bylaws. These will now be maintained as separate, board-adopted policies, allowing for more agile updates. -general modernization: the bylaws were reorganized for clarity, and obsolete provisions, such as a fidelity bond requirement and an outdated ex-officio member position, were removed to reflect current practices.”

“A draft copy of the 990 is circulated to the board via email with a week for comments.”

“Review policy with board at november meeting so they are aware of the policy and related consequences if violated. Send policy to each board member in docusign for completion. All members are expected to complete.”

“The foundation relies on portland community college's process to hire employees and establish salaries.”

“All documents are available at pcc foundation office.”

“The executive director's compensation reported in part vii, section a, column (d) and (e) was paid by portland community college for services rendered to the foundation. It did not pay the executive director directly, but in accordance with irs form 990 instructions, has reported the compensation as if paid by the foundation.”

“Net change in fair value of split interest agreements -7,139.”

“The process has not changed from the prior year.”