California Scottish Rite Foundation

“All twenty-nine of the directors of the foundation shall be members of the foundation. Each member who is a member because he is a director of the foundation shall continue for such term as he continues to hold office as a director of the foundation. The remaining twenty-six members of the foundation shall be chosen in the following manner: each of the lodges of perfection of scottish rite bodies chartered in the state of california by the supreme council of thirty-third degree of ancient and accepted scottish rite of free masonry, southern jurisdiction, united states of america, shall appoint one member annually upon the day provided in the statutes of the supreme council for elections in lodges of perfection. Each member appointed as provided in the preceding sentence shall be a member for one year, or for such shorter period as he may be appointed, and until his successor is appointed and qualified.”

“Per the articles of incorporation, the members shall have the exclusive right to change the number of directors of the foundation as well as remove any member either with or without cause by a majority vote of the members.”

“The members shall have the exclusive right to alter, amend or repeal the articles of incorporation; to change the number of directors of the foundation; to adopt a plan of merger or plan of consolidation with another corporation; to authorize the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the foundation; and to authorize the dissolution of the foundation, whether voluntary or involuntary. Further, the members shall have the exclusive right to vote on all matters pertaining to the affairs of the foundation on which a vote of the members is required by these bylaws or is deemed desirable by the board of directors.”

“Form 990 is reviewed by the foundation officers and the audit committee.”

“The policy is reaffirmed, in writing, annually, at the trustees meeting. The organization has an open door policy and respects input from any and all persons with concerns. In addition, with the centralization of cash disbursements, the foundation office is able to detect any situation that might have the appearance of a conflict of interest.”

“The directors retained an independent counsel to perform a comparability study of representatives of non-profit organizations similar to the foundation. The directors make an independent evaluation, including independent counsel input, to evaluate compensation. The directors then meet outside of the presence of the affected officers to establish the compensation. The evp and secretary performed comparability studies based on a salary study service.”

“The foundation makes its governing documents, policies and financial statements available for inspection at the main office and they are posted on the foundation's website. The form 990 is also available on guidestar.org.”

“Independent contractors: program service expenses 652,038. Management and general expenses 0. Fundraising expenses 0. Total expenses 652,038. Professional fees: program service expenses 35,725. Management and general expenses 21,930. Fundraising expenses 67,855. Total expenses 125,510. Outside services: program service expenses 4,869. Management and general expenses 0. Fundraising expenses 181. Total expenses 5,050.”

“In march 2020, congress passed the paycheck protection program (ppp) under division a, title i of the coronavirus aid, relief, and economic security act, authorizing loans to small businesses for use in paying employees that they continue to employ throughout the covid-19 pandemic and for rent, utilities, and interest on mortgages. Loans obtained through the program are eligible to be forgiven as long as the proceeds are used for qualifying purposes and certain other conditions are met. On april 30, 2020, the foundation received a loan in the amount of $304,888 through the ppp. Management expects that the entire loan will be used for qualifying purposes; therefore, management anticipates that the loan will be substantially forgiven. To the extent it is not forgiven, the foundation would be required to repay that portion at an interest rate of 1% over a period of two years, beginning december 2020 with a final installment in may 2022.”

“Change in value of beneficial interest -10,577.”