Oregon Public Broadcasting

“The organization's bylaws were amended during the year. Significant changes are as follows: remove all references to gubernatorial appointees; allow directors to be elected at any meetings of the board; clarify the role of the community advisory board chair; remove the requirement for a liaison to the community advisory board; clarify that the president of mt. Hood community college is a voting ex officio director; allow the chair and vice chair to serves on committees to meet quorum requirements; add an option for an additional three-year term for the chair, vice chair, or secretary-treasurer; temporarily increase the total board size when one or more officers are serving an extended term; clarify that only voting directors may serve on committees that exercise the full authority of the board; and update the audit committee description to comply with the california nonprofit integrity act.”

“The audit committee of the board of directors reviews form 990. A copy of form 990 is then distributed to all governing board members for their review prior to filing.”

“Opb annually collects and reviews conflict of interest disclosure forms from all directors, officers and key employees. When an annual disclosure form indicates the existence of a conflict of interest or a potential conflict (or when a conflict is otherwise discovered or reported), the board chair, the president and/or the governance committee conduct a review. Conflicted individuals may provide information but may not participate in the decision-making process for such transactions. A transaction involving a conflict of interest may be approved by the board if the material facts are fully disclosed and the independent directors approve the transaction in good faith. Before entering into contracts with outside vendors, opb's finance and legal departments review whether a conflict of interest could result from the proposed transaction. Unless a conflict of interest has been reviewed and approved by the board, each opb service agreement with outside vendors requires the vendor to attest that no such conflict exists. Opb will document in board minutes any decisions related to transactions involving actual or potential conflicts of interest.”

“The human resources (hr) committee of the board of directors determines the recommended compensation for the ceo and cfo, and their recommendation is reviewed and approved by the full board of directors. The hr committee also reviews comprehensive compensation information for all senior management employees. In all cases, the hr committee process includes review of comparability data and contemporaneous substantiation of the deliberation and decisions. The hr committee recommends and the board of directors approves a budgetary pool of funds for the ceo to award merit increases and bonuses at his discretion to senior management employees, based on individual performance and within the parameters of position salary ranges. These merit increases and bonuses for senior management employees are also approved by the chair of the board of directors.”

“Opb posts its most current form 990 and form 990-t online at www.opb.org/about. Opb also makes copies of its form 990 and form 990-t available to the public upon request. Form 1023 is made available upon request.”

“Opb makes its governing documents and conflict of interest policy available upon request. Opb posts its most current audited financial statements online at www.opb.org/about and also makes copies available to the public upon request.”

“Actuarial loss on charitable trusts and gift annuities -44,129. Difference in income from llcs per books/actual k-1s 116,540.”