2021-12-08T10:07:36-06:00 2021-06-30 BDO USA LLP 100 PARK AVENUE NEW YORK NY 100175001 990 2020-07-01 133669731 The Center for Reproductive Rights Inc % DEOPHISTER UFFER CENT 9176373600 199 Water Street 22nd floor New York NY 10038 NANCY NORTHUP president/ceo 9176373600 2021-12-06 true NANCY NORTHUP 999009999 Kristin Ruffini P00741491 2128858000 2 2020 2022-09-23 18:48:47Z NANCY NORTHUP 199 Water Street 22nd floor New York NY 10038 71310435 false X www.reproductiverights.org X 1992 DE THE CENTER FOR REPRODUCTIVE RIGHTS USES THE POWER OF LAW TO ADVANCE REPRODUCTIVE RIGHTS AS FUNDAMENTAL HUMAN RIGHTS AROUND THE WORLD. 23 22 190 808 0 0 29380342 55354503 0 0 180055 3334083 2318751 -244765 31879148 58443821 352584 527297 0 0 24695405 26248675 405494 522548 6232907 10705233 8629187 36158716 35927707 -4279568 22516114 46593489 66136459 5734578 3769453 40858911 62367006 X SEE SCHEDULE O false false 11694703 133155 0 U.S. LEGAL PROGRAM - SEE SCHEDULE O 7275137 394142 0 GLOBAL LEGAL PROGRAM - SEE SCHEDULE O 2938434 0 0 COMMUNICATIONS AND MARKETING: THE COMMUNICATIONS & MARKETING DEPARTMENT EDUCATES AND INFORMS KEY STAKEHOLDERS AND AUDIENCES ON THE IMPORTANCE OF BUILDING, ENFORCING, AND DEFENDING LEGAL GUARANTEES IN ORDER FOR COMMUNITIES AROUND THE WORLD TO LIVE UNDER STRONGER LEGAL PROTECTIONS FOR REPRODUCTIVE RIGHTS, ADVANCING THE CENTER'S MISSION. THE COMMUNICATIONS & MARKETING DEPARTMENT ACCOMPLISHES THE CENTER'S OBJECTIVES BY EFFECTIVELY COMMUNICATING THROUGH ITS INSTITUTIONAL CHANNELS (WEBSITE, SOCIAL MEDIA, DIRECT RESPONSE), EARNED MEDIA, EVENTS, THOUGHT LEADERSHIP, CONTENT STRATEGY, ARTS AND ENTERTAINMENT ENGAGEMENT, MARKETING, AND PARTNERSHIPS. 21908274 true true false true false false false false false true true false false false true true true false false true true true false true true false false true false true false false false false false false false false true false false false false false false false false true X 102 0 true 190 true false true KE CO NP WZ false false false true true false false false false false false X 23 22 false false false false true true false true true false true true true true true true true true true true false AL AK CA FL GA HI IL KS KY MD MA MI MN MS NH NJ NM NY NC ND OR PA RI SC TN UT VA WV WI X X DEOPHISTER UFFER 9176373600 199 WATER STREET 22ND FLOOR new york NY 10038 Nancy Northup President and CEO 35.0 0.0 X X 476756 0 51811 Michelle Dees Chief Strategy & Operations Of 35.0 0.0 X 321820 0 51657 Anne Matsui Chief Development Officer 35.0 0.0 X 306520 0 42910 Antony Musyoka Chief Human Resources Officer 35.0 0.0 X 284529 0 51811 Lourdes Rivera Senior VP, US Program 35.0 0.0 X 242313 0 48283 Andrew Sommer General Counsel 35.0 0.0 X 255123 0 25235 Darlene Larsen Senior Director, Major Gifts 35.0 0.0 X 215538 0 46409 Jill Berger Senior Director, Development 35.0 0.0 X 220700 0 28432 Vivian Siu Chief Marketing and Comm Off. 35.0 0.0 X 225131 0 20538 Sandra Keenan Deputy Director, Mktg & Comm. 35.0 0.0 X 203396 0 23612 Alan Ring Sr. Director, Grant and Comp. 35.0 0.0 X 208464 0 11547 Lauren Elfant Deputy Director, US Program 35.0 0.0 X 199957 0 13608 Joseph Stern Chair 3.0 0.0 X X 0 0 0 Karla L Martin Vice Chair 3.0 0.0 X X 0 0 0 JB Kittredge TREASURER 1.0 0.0 X X 0 0 0 Lorraine Clasquin Secretary 1.0 0.0 X X 0 0 0 Heidi F Lindelof Assistant Secretary 1.0 0.0 X X 0 0 0 Penny Abeywardena Director (AS OF 6/10/21) 1.0 0.0 X 0 0 0 Cynthia Blumenthal Director (AS OF 6/10/21) 1.0 0.0 X 0 0 0 Maria Cardona Director (THRU 6/10/21) 1.0 0.0 X 0 0 0 Michele Coleman Mayes Director 1.0 0.0 X 0 0 0 RoAnn Costin Director 1.0 0.0 X 0 0 0 Melanie Gray Director 1.0 0.0 X 0 0 0 David Hoffman Director 1.0 0.0 X 0 0 0 Rachel Lam Director 1.0 0.0 X 0 0 0 Janet Levit Director 1.0 0.0 X 0 0 0 Janice Mac Avoy Director 1.0 0.0 X 0 0 0 Amy Metzler Ritter Director (THRU 6/10/21) 1.0 0.0 X 0 0 0 Joachim Osur Director 1.0 0.0 X 0 0 0 Gina Pell Director (AS OF 6/10/21) 1.0 0.0 X 0 0 0 Carole Presern Director 1.0 0.0 X 0 0 0 Anitha Reddy Director (AS OF 6/10/21) 1.0 0.0 X 0 0 0 Louisa Ritter Director 1.0 0.0 X 0 0 0 Mary Rubin Director 1.0 0.0 X 0 0 0 Paula Samper Salazar Director (AS OF 6/10/21) 1.0 0.0 X 0 0 0 Jennifer Sokoler Director (THRU 1/12/21) 1.0 0.0 X 0 0 0 Kathleen Tait Director (THRU 6/10/21) 1.0 0.0 X 0 0 0 Jamia Wilson Director (AS OF 6/10/21) 1.0 0.0 X 0 0 0 3160247 0 415853 64 false true false AB Data 600 AB Data drive MILWAUKEE WI 53217 DIR. 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PART X, LINE 2: THE ORGANIZATION HAS NOT TAKEN AN UNSUBSTANTIATED TAX POSITION THAT WOULD REQUIRE PROVISION OF A LIABILITY UNDER ASC 740. UNDER ASC 740, AN ORGANIZATION MUST RECOGNIZE THE TAX LIABILITIES ASSOCIATED WITH TAX POSITIONS TAKEN FOR TAX RETURN PURPOSES WHEN IT IS MORE LIKELY THAN NOT THAT THE POSITION WILL NOT BE SUSTAINED UPON EXAMINATION. THE ORGANIZATION DOES NOT BELIEVE THERE ARE ANY MATERIAL UNCERTAIN TAX POSITIONS AND, ACCORDINGLY, HAS NOT RECOGNIZED ANY LIABILITY FOR UNRECOGNIZED TAX BENEFITS AS OF JUNE 30, 2021. THE CENTER HAS FILED IRS FORM 990 TAX RETURNS, AS REQUIRED, AND ALL OTHER APPLICABLE RETURNS IN JURISDICTIONS WHERE IT IS REQUIRED. FOR THE YEAR ENDED JUNE 30, 2021, THERE WERE NO INTEREST OR PENALTIES RECORDED OR INCLUDED IN THE ACCOMPANYING FINANCIAL STATEMENTS. true Central America and the Caribbean Program Services advocacy & litigation 67741 East Asia and the Pacific 1 Program Services advocacy & litigation 76601 Europe (Including Iceland and Greenland) 1 13 Program Services ADVOCACY & LITIGATION 2680439 South America 1 9 Program Services ADVOCACY & LITIGATION 723825 South Asia 3 Program Services ADVOCACY & LITIGATION 163009 Sub-Saharan Africa 1 11 Program Services ADVOCACY & LITIGATION 927472 Central America and the Caribbean Grantmaking PROMOTE RIGHTS&JUSTICE 27800 Europe (Including Iceland and Greenland) Grantmaking PROMOTE RIGHTS&JUSTICE 69192 Middle East and North Africa Grantmaking PROMOTE RIGHTS&JUSTICE 5885 South America Grantmaking PROMOTE RIGHTS&JUSTICE 38100 South Asia Grantmaking PROMOTE RIGHTS&JUSTICE 17250 Sub-Saharan Africa Grantmaking PROMOTE RIGHTS&JUSTICE 128409 3 37 3 37 4925723 4925723 Central America and the Caribbean PROMOTE RIGHTS & JUSTICE 6800 WIRE Central America and the Caribbean PROMOTE RIGHTS & JUSTICE 21000 WIRE Europe (Including Iceland and Greenland) PROMOTE RIGHTS & JUSTICE 24430 WIRE Europe (Including Iceland and Greenland) PROMOTE RIGHTS & JUSTICE 34763 WIRE Europe (Including Iceland and Greenland) PROMOTE RIGHTS & JUSTICE 10000 WIRE Middle East and North Africa PROMOTE RIGHTS & JUSTICE 5885 WIRE South America PROMOTE RIGHTS & JUSTICE 17000 WIRE South America PROMOTE RIGHTS & JUSTICE 7000 WIRE South America PROMOTE RIGHTS & JUSTICE 8500 WIRE South America PROMOTE RIGHTS & JUSTICE 5600 WIRE South Asia PROMOTE RIGHTS & JUSTICE 9524 WIRE South Asia PROMOTE RIGHTS & JUSTICE 7726 WIRE Sub-Saharan Africa PROMOTE RIGHTS & JUSTICE 29052 WIRE Sub-Saharan Africa PROMOTE RIGHTS & JUSTICE 34156 WIRE Sub-Saharan Africa PROMOTE RIGHTS & JUSTICE 48951 WIRE Sub-Saharan Africa PROMOTE RIGHTS & JUSTICE 11250 WIRE 12 4 false false false false false false Part I, LINE 2: GRANTS WERE PAID TO NON-PROFIT PARTNER ORGANIZATIONS THAT WORK TO SUPPORT THE CENTER'S MISSION OF ADVANCING REPRODUCTIVE HEALTH AND HUMAN RIGHTS. THE GLOBAL LEGAL PROGRAM SUPPORTS LEGAL REFORM EFFORTS AND ARGUMENTS FOR PRECEDENT-SETTING CASES IN NATIONAL COURTS IN AFRICA, ASIA, EASTERN EUROPE AND LATIN AMERICA, AND FURTHER CATALYZES REPRODUCTIVE RIGHTS ADVOCACY WORLDWIDE BY EMPOWERING NATIONAL ADVOCATES TO USE LEGAL AND HUMAN RIGHTS STRATEGIES THROUGH COLLABORATIVE LITIGATION AND ADVOCACY, NATIONAL AND REGIONAL TRAININGS, AND THE FOSTERING OF A DIALOGUE AMONG KEY REPRODUCTIVE RIGHTS STAKEHOLDERS. PRIOR TO SIGNING A GRANT AGREEMENT, THE CENTER'S EMPLOYEES RUN A BACKGROUND CHECK FOR ANY NEW GRANTEE. PARTNER ORGANIZATIONS SUBMIT ACTIVITY REPORTS TO ENSURE COMPLIANCE WITH THE TERMS OF THE AGREEMENTS. PROJECT SUPERVISORS REGULARLY CHECK IN WITH PARTNER ORGANIZATIONS TO MAKE SURE THAT ACTIVITIES ARE BEING COMPLETED ON TASK AND ON TIME. 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PRIOR TO SIGNING A GRANT AGREEMENT, THE CENTER'S EMPLOYEES RUN A BACKGROUND CHECK FOR ANY NEW GRANTEE. PARTNER ORGANIZATIONS SUBMIT ACTIVITY REPORTS TO ENSURE COMPLIANCE WITH THE TERMS OF THE AGREEMENTS. PROJECT SUPERVISORS REGULARLY CHECK IN WITH PARTNER ORGANIZATIONS TO MAKE SURE THAT ACTIVITIES ARE BEING COMPLETED ON TASK AND ON TIME. 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FORM 990, PART III, lINE 1: THE CENTER ENVISIONS A WORLD WHERE EVERY PERSON PARTICIPATES WITH DIGNITY AS AN EQUAL MEMBER OF SOCIETY, REGARDLESS OF GENDER. WHERE EVERY WOMAN IS FREE TO DECIDE WHETHER OR WHEN TO HAVE CHILDREN AND WHETHER TO GET MARRIED; WHERE ACCESS TO QUALITY REPRODUCTIVE HEALTH CARE IS GUARANTEED; AND WHERE EVERY WOMAN CAN MAKE THESE DECISIONS FREE FROM COERCION OR DISCRIMINATION. THE CENTER FOR REPRODUCTIVE RIGHTS (THE CENTER) IS AN INTERNATIONAL NON-GOVERNMENTAL ORGANIZATION THAT USES THE POWER OF LAW TO ADVANCE REPRODUCTIVE RIGHTS AS FUNDAMENTAL HUMAN RIGHTS AROUND THE WORLD. ITS GAME-CHANGING LITIGATION, LEGAL POLICY, AND ADVOCACY WORK - COMBINED WITH ITS UNPARELLELED EXPERTISE IN CONSTITUTIONAL, INTERNATIONAL, AND COMPARATIVE HUMAN RIGHTS LAW HAVE TRANSFORMED HOW REPRODUCTIVE RIGHTS ARE UNDERSTOOD BY COURTS, GOVERNMENTS, AND HUMAN RIGHTS BODIES. THE CENTER HAS PLAYED A KEY ROLE IN SECURING LEGAL VICTORIES IN ASIA, EUROPE, LATIN AMERICA & THE CARIBBEAN, SUB-SAHARAN AFRICA, AND IN THE UNITED STATES ON ISSUES INCLUDING ACCESS TO LIFE-SAVING OBSTETRICS CARE, ABORTION, MATERNAL HEALTH, ASSISTED REPRODUCTION, AND CONTRACEPTION. IN ADDITION, THE CENTER HAS BUILT THE LEGAL CAPACITY OF REPRODUCTIVE RIGHTS AND WOMEN'S RIGHTS ADVOCATES IN MORE THAN 60 COUNTRIES THROUGH ITS PRO BONO PROGRAM AND LEGAL NETWORKS. FORM 990, PART III, LINE 4A: U.S. LEGAL PROGRAM: THE U.S. PROGRAM WORKS TO PROTECT AND ADVANCE REPRODUCTIVE RIGHTS AND ACCESS TO REPRODUCTIVE HEALTH CARE IN THE UNITED STATES GROUNDED IN THE CENTER'S LEGAL EXPERTISE THROUGH IMPACT LITIGATION AND LEGAL POLICY AND ADVOCACY STRATEGIES. THE LEGAL VICTORIES OF THE U.S. PROGRAM HAVE HELPED MILLIONS OF PEOPLE AND COMMUNITIES BY STRIKING DOWN ABORTION BANS AND OTHER RESTRICTIONS ON ACCESS TO REPRODUCTIVE HEALTH CARE, LEGISLATIVE ADVOCACY FOR IMPROVED ACCESS TO QUALITY TO ABORTION AND RESPECTFUL MATERNAL HEALTH CARE, ADVOCATING FOR LAWS AND POLICIES TO ENSURE THAT INDIVIDUALS SEEKING TO FORM A FAMILY HAVE EQUITABLE AND NON-DISCRIMINATORY ACCESS TO ASSISTED REPRODUCTION, AND EXPANDING ACCESS TO EFFECTIVE AND AFFORDABLE MODERN CONTRACEPTION. THE CENTER'S U.S. POLICY AND ADVOCACY TEAM WORKS IN PARTNERSHIP AT THE STATE AND NATIONAL LEVELS TO PROTECT AND PROMOTE REPRODUCTIVE RIGHTS AND HEALTH. IT ADVOCATES FOR DOMESTIC AND FOREIGN POLICY THAT ADVANCES REPRODUCTIVE HEALTH AND RIGHTS IN ORDER FOR COMMUNITIES, ESPECIALLY THOSE EXPERIENCING INTERSECTING FORMS OF DISCRIMINATION, TO PROSPER. THE LEGAL VICTORIES OF THE U.S. PROGRAM INCLUDE TWO U.S. SUPREME COURT VICTORIES IN THE LAST SIX YEARS: 1) THE 2020 U.S. SUPREME COURT DECISION IN JUNE MEDICAL SERVICES V. RUSSO WHICH ALLOWED ABORTION CLINICS IN LOUISIANA TO STAY OPEN TO SERVE THE ONE MILLION WOMEN OF REPRODUCTIVE AGE IN THE STATE; AND 2) THE LANDMARK 2016 U.S. SUPREME COURT DECISION IN WHOLE WOMAN'S HEALTH V. HELLERSTEDT AFFIRMING A WOMAN'S RIGHT TO ACCESS ABORTION AND STRIKING DOWN ABORTION RESTRICTIONS IN TEXAS, CONSTITUTING AN "UNDUE BURDEN" ON THE CONSTITUTIONAL RIGHTS OF WOMEN. AND IN 2021, THE CENTER WILL BE BEFORE THE U.S. SUPREME COURT AGAIN IN WHAT WILL BE THE MOST CONSEQUENTIAL ABORTION RIGHTS CASE IN A GENERATION, DOBBS V. JACKSON WOMEN'S HEALTH ORGANIZATION, WHICH IS A DIRECT CHALLENGE TO THE CORE HOLDING OF ROE V. WADE. FORM 990, PART III, LINE 4B: GLOBAL LEGAL PROGRAM: THE CENTER WORKS TO BUILD STRONGER LEGAL GUARANTEES, ENFORCE EXISTING LEGAL GUARANTEES, AND DEFEND AGAINST BACKSLIDING ON LEGAL GUARANTEES TO REPRODUCTIVE DECISION MAKING AND ACCESS TO SERVICES AT THE NATIONAL, REGIONAL, AND INTERNATIONAL LEVELS TO IMPROVE THE LIVES OF WOMEN AND GIRLS SO THEY CAN EXERCISE THEIR FUNDAMENTAL RIGHTS TO THEIR BODILY AUTONOMY. THE GLOBAL LEGAL PROGRAM INCLUDES WORK IN ASIA, EUROPE, LATIN AMERICA AND THE CARIBBEAN, SUB-SAHARAN AFRICA, AND AT THE UNITED NATIONS WORKING TO SECURING STRONGER LEGAL GUARANTEES TO REPRODUCTIVE DECISION-MAKING AND AUTONOMY IN THE ISSUE AREAS OF ABORTION, MATERNAL HEALTH, CONTRACEPTION, SEXUAL AND REPRODUCTIVE HEALTH AND RIGHTS ACCESS IN HUMANITARIAN SETTINGS, AND ADOLESCENTS AND THE FULL EXERCISE OF THEIR SEXUAL AND REPRODUCTIVE HEALTH AND RIGHTS. FOR NEARLY 30 YEARS, THE CENTER'S INNOVATIVE LEGAL STRATEGIES HAVE BEEN A DRIVING FORCE IN MANY OF THE MOST IMPORTANT ADVANCES IN REPRODUCTIVE RIGHTS LAW WORLDWIDE, AND IN BROADENING HOW HUMAN RIGHTS ARE UNDERSTOOD AND APPLIED TO SOME OF THE MOST PRESSING CHALLENGES SOCIETIES FACE TODAY. THE CENTER'S GROUNDBREAKING CASES BEFORE NATIONAL COURTS, UNITED NATIONS COMMITTEES, AND REGIONAL HUMAN RIGHTS BODIES HAVE DRAMATICALLY EXPANDED ACCESS TO REPRODUCTIVE HEALTH CARE AND REDRESSED RIGHTS VIOLATIONS. RECENT VICTORIES INCLUDE: 1) THE LANDMARK DECISION AT THE INTER-AMERICAN COURT OF HUMAN RIGHTS RULING THAT THE GOVERNMENT OF ECUADOR WAS RESPONSIBLE FOR FAILING TO PROTECT OUR CLIENT DONA PETITA ALBARRACN'S DAUGHTER, PAOLA, FROM BEING RAPED REPEATEDLY FROM THE AGE OF 14 TO 16 BY HER VICE PRINCIPAL AT HER PUBLIC SCHOOL. THIS RULING CLARIFIED FOR THE FIRST TIME THAT THE RIGHT TO EDUCATION MUST ALSO INCLUDE SEXUAL AND REPRODUCTIVE EDUCATION TO PREVENT SEXUAL VIOLENCE IN SCHOOLS, AND WILL ALSO REQUIRE ALL COUNTRIES IN LATIN AMERICA TO GUARANTEE GIRLS AND ADOLESCENTS ACCESS TO SEXUAL AND REPRODUCTIVE EDUCATION, AUTONOMY, AND RECOGNIZE THE IMPORTANCE OF CONSENT AS THE FOUNDATION OF SEXUAL AND REPRODUCTIVE RIGHTS; 2) IN 2018, THE CENTER WON A LANDMARK MATERNAL HEALTH CASE IN KENYA WHERE OUR CLIENT, JOSEPHINE MAJANI, WAS IN LABOR AT BUNGOMA COUNTY HOSPITAL - DENIED CARE, FORCED TO DELIVER HER CHILD ON THE FLOOR, AND THEN WAS ABUSED BY HOSPITAL STAFF, WHICH WAS CAPTURED ON VIDEO. MS. MAJANI WAS AWARDED $25,000, THE HOSPITAL STAFF FORMALLY APOLOGIZED TO HER, AND THIS DECISION SET A PRECEDENT DEMANDING WOMEN BE GIVEN QUALITY CARE AND TREATED WITH DIGNITY DURING CHILDBIRTH IN KENYA; 3) IN NEPAL, THE CENTER'S MULTI-YEAR LITIGATION AND POLICY REFORM EFFORTS LED TO THE PASSAGE OF THE "SAFE MOTHERHOOD AND REPRODUCTIVE HEALTH RIGHTS ACT" IN 2018 RECOGNIZING UNDER ITS CONSTITUTION WOMEN'S RIGHTS TO SAFE MOTHERHOOD AND COMPREHENSIVE REPRODUCTIVE HEALTH CARE AS FUNDAMENTAL RIGHTS. THIS BILL COVERS ALL REPRODUCTIVE HEALTH CARE SERVICES RELATED TO SAFE MOTHERHOOD, FAMILY PLANNING, REPRODUCTIVE HEALTH-RELATED MORBIDITY, AND SAFE ABORTION AT NO COST AT ALL GOVERNMENT FACILITIES; 4) IN IRELAND, THE CENTER ALSO MADE A SIGNIFICANT CONTRIBUTION TO THE MULTIYEAR LAW REFORM PROCESS ON ABORTION THAT CULMINATED IN THE LEGALIZATION OF ABORTION IN 2019. FOR EXAMPLE, IN 2016 AND 2017 THE CENTER SECURED TWO SEMINAL DECISIONS FROM THE UN HUMAN RIGHTS COMMITTEE AGAINST IRELAND THAT PLAYED A CRITICAL ROLE IN SECURING GOVERNMENT AND LEGISLATIVE ACTION TO CALL A CONSTITUTIONAL REFERENDUM ON ABORTION. FORM 990, PART VI, SECTION A, LINE 1: IN FY16, THE CENTER'S GOVERNING BODY DELEGATED BROAD AUTHORITY TO ACT ON ITS BEHALF TO AN EXECUTIVE COMMITTEE. MEMBERSHIP: THE PRESIDENT AND ALL OTHER OFFICERS SHALL BE THE MEMBERS OF THE EXECUTIVE COMMITTEE. THE BOARD CHAIR, AT HIS OR HER DISCRETION, MAY INVITE OTHER MEMBERS TO ANY PARTICULAR MEETING. THE BOARD CHAIR SHALL CHAIR THE COMMITTEE. THE SCOPE OF THE COMMITTEE'S AUTHORITY: ACT ON BEHALF OF THE BOARD WHEN ACTION IS NEEDED BUT A FULL BOARD MEETING IS NOT POSSIBLE OR NECESSARY. ALL ACTIONS OF THIS TYPE MUST BE PRESENTED FOR RATIFICATION AT THE NEXT FULL BOARD MEETING. THE EXECUTIVE COMMITTEE SHALL NOT HAVE THE POWER TO AMEND THE ARTICLES OF THE INCORPORATION OR THE BYLAWS. PLAN, WITH THE PRESIDENT, THE ANNUAL REVIEW OF THE STRATEGIC PLAN BY THE BOARD. EVALUATE THE PERFORMANCE OF THE PRESIDENT ANNUALLY. PERFORM OTHER DUTIES AS DELEGATED BY THE BOARD. FORM 990, PART VI, SECTION A, LINE 6: THE MEMBERSHIP OF THE CORPORATION SHALL AT ALL TIMES CONSIST ONLY OF THE DIRECTORS OF THE CORPORATION (THE "DIRECTORS"). THE ELECTION OF A PERSON AS A DIRECTOR SHALL LIKEWISE BE AN ADMISSION OF SUCH PERSON TO MEMBERSHIP IN THE CORPORATION. NO PERSON SHALL CONTINUE TO BE A MEMBER OF THE CORPORATION (A "MEMBER") AFTER CEASING TO BE A DIRECTOR. FORM 990, PART VI, SECTION A, LINE 7A: IN CASE OF ANY INCREASE OR DECREASE FROM TIME TO TIME IN THE NUMBER OF DIRECTORS, THE BOARD IS AUTHORIZED TO ASSIGN THE PERSON TO FILL SUCH NEWLY CREATED DIRECTORSHIP. AS A DIRECTOR SHALL LIKEWISE BE AN ADMISSION OF SUCH PERSON TO MEMBERSHIP IN THE CORPORATION. NO PERSON SHALL CONTINUE TO BE A MEMBER OF THE CORPORATION (A "MEMBER") AFTER CEASING TO BE A DIRECTOR. FORM 990, PART VI, SECTION B, LINE 11B: THE FORM 990 WAS COMPILED BY OUTSIDE ACCOUNTANTS BASED ON SUPPORTING SCHEDULES PREPARED BY THE CENTER'S ACCOUNTING DEPARTMENT. THE DRAFT 990 IS REVIEWED BY THE ACCOUNTING TEAM, EXECUTIVE TEAM AND IS CIRCULATED TO THE BOARD IN PDF VERSION FOR REVIEW PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C: AT THE BEGINNING OF EACH FISCAL YEAR, THE CENTER'S BOARD MEMBERS AND STAFF COMPLETE CONFLICT-OF-INTEREST FORMS TO DISCLOSE IF THEY OR THEIR IMMEDIATE FAMILY HAVE INTERESTS OR OTHER EMPLOYMENT WHICH WOULD ALLOW THEM TO BENEFIT FINANCIALLY OR RESULT IN SOME TYPE OF PERSONAL GAIN, DUE TO THE INFLUENCE THEY MAY HAVE ON DECISIONS MADE. FOR THE BOARD OF DIRECTORS, THE DISCLOSURE FORMS GO DIRECTLY TO THE GENERAL COUNSEL FOR REVIEW AND FOR STAFF MEMBERS THE DISCLOSURE FORMS GO TO THE CHIEF HUMAN RESOURCES OFFICER FOR REVIEW AND, IF A CONFLICT IS IDENTIFIED, THE GENERAL COUNSEL WILL BE NOTIFIED AND WILL DISCUSS THE CONFLICT WITH THE APPROPRIATE PARTIES AND WILL TAKE FURTHER ACTION IF NECESSARY. FORM 990, PART VI, SECTION B, LINE 15: THE CENTER CONDUCTS A COMPENSATION AND BENEFITS ANALYSIS EVERY THREE YEARS TO DETERMINE IF THE CENTER'S COMPENSATION, LEAVE AND BENEFIT PROGRAMS ARE COMPETITIVE WITH COMPARABLE ORGANIZATIONS. THE CENTER UNDERTOOK A WHOLISTIC COMPENSATION AND BENEFITS ANALYSIS IN 2017, IN WHICH THE CENTER ANALYZED SALARY AND BENEFITS INFORMATION PROVIDED BY 17 COMPARABLE COMPANIES AND DATA FROM PUBLISHED SURVEYS FOR NON-PROFIT ORGANIZATIONS. THE CENTER ALSO SOLICITED FEEDBACK FROM STAFF REGARDING THE CENTER'S COMPENSATION AND BENEFIT PROGRAMS THROUGH AN IN-HOUSE CUSTOM SURVEY. SALARIES AND BENEFITS OF STAFF POSITIONS THAT WERE FOUND TO BE BELOW THAT OF COMPARABLE COMPANIES WERE ADJUSTED ACCORDINGLY. IN OCTOBER 2019 THE CENTER ANALYZED SALARY BENCHMARK DATA DRAWN FROM PAYSCALE ON-DEMEND AND THE HUMENTUM INGO ANNUAL SURVEYS FOR US-BASED STAFF IN THE FIRST THREE LEVELS OF THE ORGANIZATION AND CREATED A CAREER LADDER AND SALARY LEVELS FOR THE SAME, WITH ALL STAFF IN THE CATEGORY MAPPED TO THE RIGHT LEVEL. IN NOVEMBER 2019, THE CENTER ANALYZED SALARY BENCHMARKS PAYSCALE ON-DEMAND DATA FOR US-BASED ATTORNEYS AND CREATED A US ATTORNEY CAREER LADDER AND SALARY LEVEL, WITH ALL ATTORNEYS MAPPED TO FIT THE SALARY LEVELS. IN MAY 2020, THE CENTER ANALYZED SALARY BENCHMARK DATA FROM THE BIRCHES GROUP INGO SURVEYS FOR SWITZERLAND, COLUMBIA & KENYA FOR ALL GLOBAL STAFF AND ADJUSTED SALARIES FOR POSITIONS THAT WERE FOUND TO BE BELOW BENCHMARK. IN JUNE 2021 THE CENTER RE-BENCHMARKED AND MADE NECESSARY ADJUSTMENTS TO THE SALARIES OF EMPLOYEES AT LEVEL 1 TO MANAGER AND IS CURRENTLY FINALIZING THE ROLL-OUT OF A CAREER LATTICE FOR ALL MANAGER AND ABOVE ROLES ACROSS THE ORGANIZATION. THE EXERCISE WILL ALLOW THE CENTER TO MAP JOBS AT THESE LEVELS CORRECTLY. THE CENTER IS ALSO BENCHMARKING THE POSITIONS TO THE BIRCHES GROUP, NGO COMPENSATION SURVEYS FOR USA, SWITZERLAND, COLOMBIA, AND KENYA TO ENSURE ALL ROLES ARE PAID AT THE 50TH PERCENTILE POINT OF THE PROXY MARKET DATA AND EQUITABLY COMPENSATED IN COMPARISON TO SIMILAR ROLES INTERNALLY. IN ADDITION, THE CENTER CONDUCTS AN ANNUAL PERFORMANCE EVALUATION FOR ITS MANAGEMENT AND THE REST OF ITS STAFF. THE CENTER THEN APPLIES MERIT INCREASES BASED ON THE RESULTS OF THE EVALUATION. ANNUALLY, THE CENTER DISCLOSES TO ITS EXECUTIVE COMMITTEE THE COMPENSATION AND BENEFITS OF MEMBERS OF SENIOR MANAGEMENT. ANNUALLY, THE BOARD OF DIRECTORS ALSO REVIEW THE PERFORMANCE OF THE INDIVIDUAL WHO IS SERVING AS BOTH THE CENTER'S PRESIDENT AND CEO. IT DELEGATES THE DECISION OF COMPENSATION OF THE INDIVIDUAL WHO IS SERVING AS BOTH PRESIDENT AND CEO BASED ON PERFORMANCE TO THE EXECUTIVE COMMITTEE OF THE BOARD. AFTER DELIBERATION WITH THE EXECUTIVE COMMITTEE, THE CHAIRMAN OF THE BOARD MEETS WITH THE PERSIDENT AND CEO TO PRESENT ANY FEEDBACK AS WELL AS THE DECISION REGARDING ANY CHANGE IN COMPENSATION. THE CHAIRMAN THEN DOCUMENTS THE DECISION IN AN EMAIL TO THE CHIEF STRATEGY AND OPERATIONS OFFICER. FORM 990, PART VI, SECTION C, LINE 19: UPON REQUEST, THE ORGANIZATION WILL MAKE AVAILABLE ONLY THOSE DOCUMENTS REQUIRED TO BE DISCLOSED UNDER THE PUBLIC INSPECTION LAWS. IN ADDITION, THE CENTER'S FINANCIAL STATEMENTS ARE PART OF ITS ANNUAL REPORT WHICH IS AVAILABLE ONLINE IN THE CENTER'S WEBSITE. FROM 990, PART XII, LINE 2C: THE PROCESS HAS NOT CHANGED FROM PRIOR YEAR.