Filoli Center

“Filoli amended its bylaws during 2017 to include the following significant changes: - the number of directors changed to no fewer than 21 and no more than 27 directors. - ex officio directors comprise the friends of filoli chair, executive director, and past president. - the board may remove the national trust director only for cause; the national trust may remove the national trust director for any reason at any time. - ex officio directors may only be removed from the board by being removed from their office. - quorum is updated to the majority of directors then in office. - all officers are appointed by the board, except past president is the person who previously served as president. - the past president is an officer, and has duties as delegated by the board.”

“During 2017, not all committee meetings had formally approved minutes, while all committees reported their meeting discussion to the board which was documented in the board meeting minutes.”

“Management (director of finance and accounting and the executive director) reviewed the form 990 provided by the tax preparing firm. Upon satisfaction, management provided a complete copy of the form 990 to the audit committee for a detailed review. Upon the audit committee's review and approval, a public disclosure copy of the form 990 was provided to the board prior to filing.”

“Filoli center follows a conflict of interest policy designed to foster public confidence in the integrity of the organization and to protect the organization's interest when it is contemplating entering a transaction or arrangement that might benefit the private interest of a board member, officer, the top management official, the top financial official, any person with substantial influence over the organization, or other insider person, or an employee. Board members, officers, the top management official, the top financial official, and key employees are required annually to disclose description of interest that could lead to a conflict of interest. With regard to an employee, the executive director shall determine whether a conflict of interest exists. With regard to an insider person, the board shall determine if a conflict exists. Once a conflict of interest has been found with regard to an employee, the executive director decides the appropriate response taking into consideration the seriousness of the conflict. With regard to an insider person, the board shall decide what measures are needed to protect the organization's interests in light of the nature and seriousness of the conflict, to decide whether to enter into the transactions, and, if so, to ensure that the terms of the transaction are appropriate. In the case of an insider who is a board member, the board member shall not vote on any transaction in which the board member has an interest.”

“The board annually reviews the executive director against a list of goals determined annually. The board will review the compensation of the finance and accounting director, while the executive director evaluates this position. All other key employees are evaluated by the executive director. The organization, with the assistance of an executive search firm, assessed the going rate for the executive director position based on the organization size, geographic location, and complexity. All key positions are budgeted and such budget is reviewed in detail by the finance committee who provides its recommendation to the board for approval.”

“The governing documents, conflict of interest policy and the financial statements are made available upon request for the same period of time set forth in sec. 6104(d).”

“The organization is in the process of implementing a new document retention and destruction policy.”

“In late 2012, the governing board hired a new executive director. One of her many directives from the governing board was to review all the revenue streams received by filoli and determine what category they properly belonged in. During 2014, the executive director with the concurrence of the governing board, determined that prior years' classifications of certain program event revenue as fundraising revenue was not appropriate. The events are primarily program based and while they do bring in resources to filoli, the primary objective of the events are program and mission related not fundraising. Attendees to the program events are provided unlimited access to the property and are provided program information about the property. As a result of this analysis, program events that were classified as fundraising events in the past have been classified as program revenue since 2014.”

“Filoli maintains an active list of volunteers. Volunteers are required to volunteer a minimum number of hours to qualify for volunteer status based on the committee(s) on which they serve. Under the direction of staff, volunteers perform a variety of functions including but not limited to: event support; assistance with garden maintenance; assistance with various education courses offered; visitor center assistance; membership assistance; docent duties in the mansion and garden; etc.”