2014-08-13T09:54:04-05:00 2013-12-31 420714325 MCGLADREY LLP 100 INTERNATIONAL DRIVE SUITE 1400 BALTIMORE MD 21202 990 2013-01-01 136068327 COUNCIL ON FOUNDATIONS INC COUN 8006739036 2121 CRYSTAL DRIVE NO 700 ARLINGTON VA 22202 VERONIQUE N SPRUILL PRESIDENT & CEO 8006739036 2014-08-06 1 JULIA FLANNERY CPA P00928918 4102469300 2013 2015-11-30 17:44:51Z VERONIQUE N SPRUILL 2121 CRYSTAL DRIVE NO 700 ARLINGTON VA 22202 16638811 0 X WWW.COF.ORG X 1957 NY TO SERVE THE PUBLIC GOOD BY PROMOTING AND ENHANCING RESPONSIBLE AND EFFECTIVE PHILANTHROPY. 26 25 84 200 51260 22673 10866491 6735471 5663842 6751679 500698 559242 285767 221324 17316798 14267716 10000 31468 0 0 9084641 5581551 0 0 271957 8686332 11097285 17780973 16710304 -464175 -2442588 19200313 16646384 5337228 4672103 13863085 11974281 TO PROVIDE THE OPPORTUNITY, LEADERSHIP AND TOOLS NEEDED BY PHILANTHROPIC ORGANIZATIONS TO EXPAND, ENHANCE AND SUSTAIN THEIR ABILITY TO ADVANCE THE COMMON GOOD. 0 0 7955013 31468 6221690 MEMBER SERVICES - THE COUNCIL ENSURES THAT FOUNDATIONS ARE CONNECTED TO HIGH-QUALITY SERVICES ACROSS A BROAD RANGE OF NEEDS. TO THIS END, THE COUNCIL HAS BECOME BOTH A DEVELOPER AND GO-TO SOURCE FOR EDUCATIONAL EXPERTISE AND NETWORKING OPPORTUNITIES RELATED TO CORE FIELD-WIDE ISSUES (E.G., EDUCATIONAL EXPERTISE THAT SUPPORTS THE FIELD'S ABILITY TO ACHIEVE STANDARDS OF STRONG GOVERNANCE AND EFFECTIVENESS IN GRANTMAKERS). ADDITIONALLY, THE COUNCIL SEEKS OPPORTUNITIES TO PARTNER WITH THE BROADER NETWORK OF PHILANTHROPIC INFRASTRUCTURE ORGANIZATIONS TO CO-CREATE AND DELIVER HIGH-QUALITY, CO-BRANDED EDUCATIONAL OFFERINGS. 2399987 PUBLIC POLICY - THE COUNCIL IS THE LEADING ADVOCACY ORGANIZATION PROMOTING A POSITIVE VISION FOR PHILANTHROPY, MAKING PHILANTHROPY CONSEQUENTIAL, AND CONVEYING TO INFLUENTIAL PUBLIC LEADERS AND POLICY MAKERS A COMPELLING, CLEAR AGENDA AND CASE FOR ENABLING PHILANTHROPY. THE COUNCIL STRIVES TO ENSURE A POSITIVE LEGISLATIVE AND REGULATORY ENVIRONMENT FOR PHILANTHROPY, AS WELL AS HIGHLIGHT FOR LAWMAKERS THE CRITICAL WORK BEING DONE BY FOUNDATIONS IN COMMUNITIES ACROSS THE COUNTRY. THESE EFFORTS ENTAIL ADVANCING PUBLIC POLICIES ON KEY ISSUES, INCLUDING TAX POLICY. WITH RESPECT TO OUR ADVOCACY EFFORTS, ANY ACTIVITIES THAT MEET THE DEFINITION OF LOBBYING ARE REPORTED ON SUPPLEMENTAL SCHEDULE C. 738112 94197 STRATEGIC COMMUNICATIONS - INCREASE OUTREACH AND COMMUNICATIONS TO MEMBERS, INFRASTRUCTURE PARTNERS, THE FIELD, AND THE MEDIA THROUGH MULTIPLE HIGH-IMPACT COMMUNICATIONS PLATFORMS. THE COUNCIL CAPITALIZES ON 21ST CENTURY TRENDS OF NETWORKING AND KNOWLEDGE MANAGEMENT, INCORPORATING INNOVATIVE USES OF TECHNOLOGY. THIS ENSURES FOUNDATIONS ARE CONNECTED TO ONE ANOTHER (FOR PEER-TO-PEER LEARNING) AND TO EXPERT CONTENT TO ADDRESS THEIR MOST PRESSING NEEDS. 11093112 1 1 0 1 0 0 0 0 0 1 1 1 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 89 0 1 84 1 1 1 0 0 0 0 1 1 0 0 0 0 X 26 25 0 0 1 0 1 1 1 1 1 1 0 1 1 1 1 1 1 1 0 0 AL AK AR CA CO CT DC FL GA IL KS KY MD MA ME MI MN MS NC NH NJ NM NY ND OH OK OR PA RI SC TN UT VA WA WV WI X X DAVE MESKO CFO 8006739036 2121 CRYSTAL DRIVE 700 ALEXANDRIA VA 22202 KEVIN K MURPHY CHAIR 8.50 X X 0 0 0 SHERRY P MAGILL VICE CHAIR 8.50 X X 0 0 0 AKHTAR BADSHAH SECRETARY 8.50 X X 0 0 0 WILLIAM W GINSBERG TREASURER 8.50 X X 0 0 0 VERONIQUE N SPRUILL EX-OFFICIO/PRESIDENT & CEO 35.00 X X 410314 0 33284 EUGENE W COCHRANE JR DIRECTOR 8.50 X 0 0 0 DINAH WALDSMITH DITTMAN DIRECTOR 8.50 X 0 0 0 LINDA P EVANS DIRECTOR 8.50 X 0 0 0 MARY L GALETI DIRECTOR 8.50 X 0 0 0 SHARNA GOLDSEKER JAN - APRIL DIRECTOR 8.50 X 0 0 0 CAROL A GOSS DIRECTOR 8.50 X 0 0 0 TERI A HANSEN JAN - APRIL DIRECTOR 8.50 X 0 0 0 ANTONIA HERNANDEZ DIRECTOR 8.50 X 0 0 0 CAROL S LARSON DIRECTOR 8.50 X 0 0 0 DANIEL J LEE DIRECTOR 8.50 X 0 0 0 LANCE E LINDBLOM JAN - APRIL DIRECTOR 8.50 X 0 0 0 TERRY MAZANY DIRECTOR 8.50 X 0 0 0 JOSHUA MINTZ DIRECTOR 8.50 X 0 0 0 WENDA WEEKES MOORE DIRECTOR 8.50 X 0 0 0 SHERRY ELISE RISTAU DIRECTOR 8.50 X 0 0 0 CARLA ROBERTS DIRECTOR 8.50 X 0 0 0 DIANA R SIEGER DIRECTOR 8.50 X 0 0 0 JAVIER ALBERTO SOTO DIRECTOR 8.50 X 0 0 0 NINA STACK JAN - APRIL DIRECTOR 8.50 X 0 0 0 CHET TCHOZEWSKI DIRECTOR 8.50 X 0 0 0 MARTA L TELLADO DIRECTOR 8.50 X 0 0 0 GRANT OLIPHANT DIRECTOR 8.50 X 0 0 0 DAVID BIEMESDERFER DIRECTOR 8.50 X 0 0 0 STEPHANIE BELL ROSE DIRECTOR 8.50 X 0 0 0 WENDY RAMAGE HAWKINS DIRECTOR 8.50 X 0 0 0 DAVID MESKO CFO (NOV - DEC) 35.00 X 38454 0 4046 SHANNON SCOTT CFO (JAN - MAR) 35.00 X 107716 0 3663 SUE SANTA SENIOR VP LEGAL & PUBLIC POLICY 35.00 X 287593 0 9940 RENEE BRANCH VP PARTNERSHIP 35.00 X 196788 0 11502 WILLIAM HEATON CHIEF OF STAFF 35.00 X 162813 0 32434 KELLY SIMONE DEPUTY GENERAL COUNSEL (JAN-JUNE) 35.00 X 105024 0 8158 STEPHANIE POWERS EXECUTIVE BRANCH LIASON 35.00 X 139989 0 19841 ELIZABETH SULLIVAN DIRECTOR, CORP., INDEPENDENT 35.00 X 123126 0 13873 ERICKA PLATER-TURNER DIRECTOR MEMBER EXPERIENCE 35.00 X 123324 0 24436 JULIANNE SOBRAL DIRECTOR HUMAN RESOURCES 35.00 X 126127 0 22311 1821268 0 183488 11 0 1 0 DAVIDOFF COMMUNICATIONS LLC 730 N FRANKLIN ST 601 CHICAGO IL 60654 CONFERENCE SERVICES 1002131 THE 360 CONSULTING GROUP INC 182 SECOND STREET FOURTH FLOOR SAN FRANCISCO CA 94105 STRATEGIC PLANNING 402137 LISA SPINALI 436 EDNA STREET SAN FRANCISCO CA 94112 CONFERENCE SERVICES 326825 AKIN GUMP STRAUSS HAUER & FELD LLP 1333 NEW HAMPSHIRE AVENUE NW WASHINGTON DC 20036 GOVERNMENT RELATIONS 300000 PARTNERS INTERNATIONAL PO BOX 759024 BALTIMORE MD 21275 IT SUPPORT 214169 9 5367475 1367996 6735471 MEMBERSHIP DUES 900099 4435200 4435200 CONFERENCE REG. & EXHI 900099 2204702 1768910 435792 PUBLICATIONS 900099 94197 94197 HONORARIA & FEES 900099 17580 17580 6751679 270169 270169 46153 0 46153 46153 46153 2660168 2371095 289073 289073 289073 MISCELLANEOUS 900099 123911 123911 WEB ADVERTISING 900099 51260 51260 175171 14267716 6315887 51260 1165098 21468 21468 10000 10000 1385804 611918 608547 165339 3644327 2297769 1327399 19159 -111641 -69507 -41674 -460 394624 245692 147306 1626 268437 167128 100203 1106 172811 11302 161509 128408 128408 48550 48550 135755 60487 75266 2 4714089 3200136 1510960 2993 6766 6016 750 291388 231532 58360 1496 114574 25211 89294 69 1588924 926045 609710 53169 357345 271009 85666 670 2143152 2109523 33629 746266 434934 286360 24972 155897 52145 102037 1715 PRINTING AND PRODUCTION 218457 210582 7875 AUTHORS AND SPEAKERS 189686 189686 TAXES AND REGISTRATION 56511 2780 53630 101 SHOLARSHIPS & AWARDS 28706 28706 16710304 11093112 5345235 271957 240 500 2952843 2698042 1837160 1243656 20006 101034 373394 290437 6495732 4492454 2703888 2003278 9452928 8771257 1691970 1535548 167884 2632 19200313 16646384 1272155 623195 1264476 1592520 2800597 2456388 5337228 4672103 X 9982401 8702905 3682079 3072771 198605 198605 13863085 11974281 19200313 16646384 -2442588 553784 0 X 0 1 X 1 0 X 14242352 10092110 9172971 10866491 6735471 51109395 14242352 10092110 9172971 10866491 6735471 51109395 2352328 48757067 625005 356827 412178 422982 316322 2133314 7427 22673 30100 166817 69574 316104 166964 123911 843370 54116179 28419761 0.90100 0.88490 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: OTHER INCOME - 2009 AMOUNT: $ 166,817. 2010 AMOUNT: $ 69,574. 2011 AMOUNT: $ 316,104. 2012 AMOUNT: $ 166,964. 2013 AMOUNT: $ 123,911. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 21275 48550 69825 16640479 16710304 985515 246379 0 0 1000000 1000000 1000000 985515 3985515 5978273 85888 74657 77646 69825 308016 250000 250000 250000 246379 996379 1494569 70607 13783 39500 21275 145165 267402 25006 10632 281776 258929 19194 10721 267402 269128 -10199 258929 255041 25399 11312 269128 221197 47740 13896 255041 0.70480 0.29520 0 0 2815704 1431402 1384302 3680028 3061052 618976 2003278 PIMCO TOTAL RETURN FUND INSTITUTIONAL 1535548 F 1535548 DEFERRED RENT AND CONSTRUCTION ALLOWANCE 2389603 CAPITAL LEASE OBLIGATIONS 66785 2456388 X 14823705 553784 93030 646814 14176891 90825 90825 14267716 16745526 126047 126047 16619479 90825 90825 16710304 PART V, LINE 4: THE TEMPORARILY RESTRICTED EARNINGS ON THIS AWARD ARE USED TO PRESENT THE SCRIVNER AWARD. THIS AWARD, ESTABLISED IN 1985 RECOGNIZES A GRANTMAKER WHO HAS DEMONSTRATED OUTSTANDING CREATIVITY. PART X, LINE 2: THE COUNCIL AND CFNSB ARE EXEMPT FROM INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. IN ADDITION, THE COUNCIL AND CFNSB QUALIFY FOR CHARITABLE CONTRIBUTION DEDUCTIONS AND HAVE BEEN CLASSIFIED AS AN ORGANIZATION THAT IS NOT A PRIVATE FOUNDATION. INCOME WHICH IS NOT RELATED TO EXEMPT PURPOSES, LESS APPLICABLE DEDUCTIONS, IS SUBJECT TO FEDERAL AND STATE CORPORATE INCOME TAXES. THE COUNCIL FOLLOWS THE ACCOUNTING STANDARD ON ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES, WHICH ADDRESSES THE DETERMINATION OF WHETHER TAX BENEFITS CLAIMED OR EXPECTED TO BE CLAIMED ON A TAX RETURN SHOULD BE RECORDED IN THE FINANCIAL STATEMENTS. UNDER THIS GUIDANCE, THE COUNCIL MAY RECOGNIZE THE TAX BENEFIT FROM AN UNCERTAIN TAX POSITION ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITION WILL BE SUSTAINED ON EXAMINATION BY TAXING AUTHORITIES, BASED ON THE TECHNICAL MERITS OF THE POSITION. THE TAX BENEFITS RECOGNIZED IN THE FINANCIAL STATEMENTS FROM SUCH A POSITION ARE MEASURED BASED ON THE LARGEST BENEFIT THAT HAS A GREATER THAN 50% LIKELIHOOD OF BEING REALIZED UPON ULTIMATE SETTLEMENT. THE GUIDANCE ON ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES ALSO ADDRESSES DE-RECOGNITION, CLASSIFICATION, INTEREST AND PENALTIES ON INCOME TAXES, AND ACCOUNTING IN INTERIM PERIODS. MANAGEMENT EVALUATED THE COUNCIL'S AND CFNSB'S TAX POSITIONS AND CONCLUDED THAT THE COUNCIL AND CFNSB HAD TAKEN NO UNCERTAIN TAX POSITIONS THAT REQUIRE ADJUSTMENT TO THE FINANCIAL STATEMENTS TO COMPLY WITH THE PROVISIONS OF THIS GUIDANCE. FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012, NO PROVISION FOR INCOME TAXES WAS MADE FOR THE COUNCIL OR FOR CFNSB, AS NEITHER ORGANIZATION HAD ANY SIGNIFICANT NET UNRELATED BUSINESS INCOME AND DID NOT IDENTIFY ANY UNCERTAIN TAX POSITIONS REQUIRING RECOGNITION OR DISCLOSURE IN THE CONSOLIDATED FINANCIAL STATEMENTS. THE COUNCIL AND CFNSB FILE INCOME TAX RETURNS IN THE U.S. FEDERAL AND VIRGINIA JURISDICTIONS. THE COUNCIL AND CFNSB ARE NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS BY THE U.S. FEDERAL, STATE OR LOCAL TAX AUTHORITIES FOR YEARS BEFORE 2010. PART XI, LINE 2D - OTHER ADJUSTMENTS: INCOME OF CFNSB 93,030. PART XI, LINE 4B - OTHER ADJUSTMENTS: INCOME ELIMINATED ON THE CONSOLIDATED FINANCIAL STATEMENTS 90,825. PART XII, LINE 2D - OTHER ADJUSTMENTS: EXPENSES OF CFNSB 126,047. PART XII, LINE 4B - OTHER ADJUSTMENTS: EXPENSES ELIMINATED ON THE CONSOLIDATED FINANCIAL STATEMENTS 90,825. 1 GRAND VALLEY STATE UNIVERSITY 1 CAMPUS DRIVE ALLENDALE MI 49401 381684280 501(C)(3) 21468 LEARNPHILANTHROPY PROJECT 1 AWARD FOR DEMONSTRATION OF EXCELLENCE IN GRANTMAKING 1 10000 PART I, LINE 2: THE SCRIVNER AWARD FOR CREATIVE GRANTMAKING WAS ESTABLISHED IN 1985 TO RECOGNIZE A GRANTMAKER WHO HAS DEMONSTRATED OUTSTANDING CREATIVITY. IT HONORS GRANTMAKERS WHO, WITH A COMBINATION OF VISION, PRINCIPLE AND PERSONAL COMMITMENT, ARE MAKING A CRITICAL DIFFERENCE IN A CREATIVE WAY. THE AWARD WAS CREATED AS A MEMORIAL TO THE LATE ROBERT WINSTON SCRIVNER, FORMER STAFF ASSOCIATE OF THE ROCKEFELLER BROTHERS FUND AND FIRST EXECUTIVE DIRECTOR OF THE ROCKEFELLER FAMILY FUND, BY A NUMBER OF HIS FRIENDS AND COLLEAGUES. IN ACCORDANCE WITH THE WISHES OF THE DONORS, THE COUNCIL ON FOUNDATIONS ADMINISTERS THE AWARD PROGRAM. A SELECTION TASK FORCE CAREFULLY REVIEWS EACH NOMINATION AND DETERMINES THE AWARD WINNER. X X X X 1 1 0 0 0 0 0 0 0 VERONIQUE N SPRUILL EX-OFFICIO/PRESIDENT & CEO 403051 0 0 0 7263 0 9273 0 24011 0 443598 0 0 0 SUE SANTA SENIOR VP LEGAL & PUBLIC POLICY 278713 0 0 0 8880 0 0 0 9940 0 297533 0 0 0 RENEE BRANCH VP PARTNERSHIP 196169 0 0 0 619 0 3600 0 7902 0 208290 0 0 0 WILLIAM HEATON CHIEF OF STAFF 162509 0 0 0 304 0 8016 0 24418 0 195247 0 0 0 STEPHANIE POWERS EXECUTIVE BRANCH LIASON 138131 0 0 0 1858 0 7161 0 12680 0 159830 0 0 0 PART I, LINES 4A-B COUNCIL ON FOUNDATION'S HAS A 457 PLAN THAT IS BOTH A QUALIFIED AND A NONQUALIFIED PLAN. SHANNON SCOTT, SUE SANTA, JULIANNE SOBRAL, AND VERONIQUE SPRUILL PARTICIPATED IN THE QUALIFIED 457(B) PLAN. THERE WERE NO CONTRIBUTIONS OR PAYOUTS TO THE NONQUALIFIED 457(F) PLAN IN 2013 BY OR ON BEHALF OF ANY PARTICIPANTS. SHANNON SCOTT RECEIVED SEVERANCE PAYMENTS IN THE AMOUNT OF $50,000. THE TERMS AND CONDITIONS OF THE CONFIDENTIAL AGREEMENT ARE AVAILABLE TO THE IRS UPON REQUEST. FORM 990, PART I, LINE 1 AT THE COUNCIL ON FOUNDATIONS, WE ARE HOLDING TRUE TO THE IDEALS THAT HAVE GUIDED THIS ORGANIZATION AND OUR MEMBERS FOR THE PAST 65 YEARS WHILE, AT THE SAME TIME, POSITIONING THE COUNCIL FOR THE FUTURE. IN 2013, THE COUNCIL WORKED TO CREATE A FINANCIALLY SOUND ORGANIZATION BY MAINTAINING A STRONG BALANCE SHEET WHILE MAKING INVESTMENTS IN ITS FUTURE. THE COUNCIL IS WELL-POSITIONED FOR CONTINUED INVESTMENT AND GROWTH. THE COUNCIL HAS FOCUSED ON STRENGTHENING THE FUNDAMENTALS OF ITS WORK, BRINGING STRENGTH IN ITS OFFERINGS AND SERVICES TO MEMBERS VIA STAFF EXPERTS WHO COMPRISE THE NETWORK TEAM, THROUGH SOCIAL MEDIA, THROUGH ITS KNOWLEDGE CENTER, THROUGH ITS POLICY ENGAGEMENT, AND THROUGH RESEARCH. ACROSS THE ORGANIZATION, THE COUNCIL HAS WORKED TO CREATE A CULTURE CENTERED AROUND ITS MEMBERS. IN WAYS BIG AND SMALL, THE COUNCIL HAS INVESTED IN MEMBER SATISFACTION. IT CONTINUES TO PROVIDE MANY OF THE KEY SERVICES THAT MEMBERS HAVE FOUND VALUABLE FOR DECADES. EXAMPLES INCLUDE: - THE COUNCIL CONTINUES TO LEAD THE PUBLIC CONVERSATION ABOUT THE IMPORTANCE OF PHILANTHROPIC ORGANIZATIONS, ABOUT GIVING VEHICLES, AND ABOUT CHARITABLE GIVING INCENTIVES. - THE COUNCIL IS CONTINUING TO STRENGTHEN ITS PUBLIC POLICY AND LEGAL AFFAIRS WORK -- AN ESTABLISHED CENTERPIECE OF THE COUNCIL. THE COUNCIL HAS INCREASED ITS CAPACITY TO ASSIST ITS MEMBERS IN INTERPRETING THE LAW, PROMOTING A FAVORABLE ATMOSPHERE FOR PHILANTHROPY, ADVOCATING ON THE FIELD'S BEHALF, ADVANCING SOUND LEGISLATION, AND FOSTERING GOOD TAX POLICY FOR PHILANTHROPY. WE HAVE DONE THIS WITH THE ADDITION OF NEW ATTORNEYS, POLICY STRATEGISTS, AND PARTNERSHIPS. - THE COUNCIL CONTINUES TO EDUCATE LAWMAKERS AND THE PUBLIC ABOUT THE ROLE OF PHILANTHROPY IN IMPROVING SOCIETY THROUGH IN-PERSON BRIEFINGS, MEMBER MOBILIZATION, AND THE MEDIA. - SUPPLEMENTING ITS LARGE ANNUAL CONFERENCE WITH A NUMBER OF SMALLER, MORE FOCUSED GATHERINGS THROUGHOUT THE YEAR. - SURVEYS AND RESEARCH, LIKE OUR SALARY AND BENEFITS REPORT AND BENCHMARKING STUDY OF COMMUNITY FOUNDATIONS, WILL EQUIP MEMBERS WITH THE INFORMATION THEY NEED AND HELP THEM LOOK AT FUTURE TRENDS TO HELP THEM PLAN AND STRATEGIZE. FORM 990, PART VI, SECTION A, LINE 4 APPROVE REVISED BYLAWS EFFECTIVE WITH THE JUNE 2014 ANNUAL CONVENING TO ELIMINATE EX OFFICIO BOARD POSITIONS FOR THE CHAIRS OF THE CORPORATE, FAMILY AND CFLT COMMITTEES AND A REPRESENTATIVE OF THE FORUM OF REGIONAL ASSOCIATIONS OF GRANTMAKERS. APPROVE BYLAWS REVISION TO INCREASE THE TERM OF BOARD CHAIR FROM TWO TO THREE YEARS, EFFECTIVE WITH THE NEXT CHAIR TO BE APPOINTED DURING THE 2014 ANNUAL CONVENING. APPROVE BYLAWS REVISION ALLOWING THE IMMEDIATE PAST CHAIR TO CONTINUE TO SERVE ON THE BOARD ONE ADDITIONAL YEAR, EFFECTIVE IMMEDIATELY WITH THE CURRENT CHAIR. FORM 990, PART VI, SECTION A, LINE 6 THE COUNCIL HAS TWO CLASSES OF MEMBERSHIP WHICH ARE VOTING MEMBERS AND ASSOCIATE MEMBERS. FORM 990, PART VI, SECTION A, LINE 7A EACH VOTING MEMBERS WHO IS IN GOOD STANDING 50 DAYS BEFORE A MEETING OF THE COUNCIL QUALIFIES AS A MEMBER OF RECORD FOR THAT MEETING, AND SHALL BE ENTITLED TO ONE VOTE AT SUCH MEETING. APPROXIMATELY ONE-THIRD OF THE DIRECTORS (OTHER THAN EX-OFFICIO BOARD MEMBERS) SHALL BE ELECTED EACH YEAR TO SERVE FOR THREE YEARS. THE ELECTION OF DIRECTORS SHALL TAKE PLACE AT THE ANNUAL MEETING OF THE MEMBERS, OR AT A SPECIAL MEETING CALLED FOR THAT PURPOSE. THE ELECTION OF DIRECTORS SHALL BE BY VOICE VOTE UNLESS A VOTING MEMBER, SECONDED BY FIVE ADDITIONAL VOTING MEMBERS, SHALL CALL FOR A SECRET BALLOT; ALL SECRET BALLOTS SHALL BE BY NON-CUMULATIVE VOTING. THE PRESIDING OFFICER OF THE MEETING SHALL APPOINT INPECTORS FOR THE ELECTION. THE INSPECTORS SHALL LIST ALL CANDIDATES VALIDLY NOMINATED IN DESCENDING ORDER ACCORDING TO THE VOTES CAST FOR EACH AND SHALL DECLARE ELECTED AS DIRECTORS IN ACCORDANCE WITH RANK IN THE VOTING THAT NUMBER OF VALID NOMINEES REQUIRED TO FILL ALL VACANCIES ON THE ENTIRE BOARD OF DIRECTORS. DIRECTORS SHALL BE ELECTED BY A PLURALITY OF THE VOTES CAST AT A MEETING OF THE MEMBERS ENTITLED TO VOTE IN THE ELECTION. FORM 990, PART VI, SECTION A, LINE 7B UNDER NEW YORK STATE LAW, VOTING MEMBERS OF THE COUNCIL HAVE THE RIGHT TO APPROVE ANY PLAN OF MERGER OR CONSOLIDATION AND/OR PLAN FOR DISSOLUTION AND DISTRIBUTION OF ASSETS. FORM 990, PART VI, SECTION B, LINE 11 ALL FINANCIAL AND NARRATIVE INFORMATION IN THE FORM 990 IS REVIEWED BY THE AUDIT COMMITTEE AND EXECUTIVE LEADERSHIP STAFF INCLUDING, BUT NOT LIMITED TO: THE PRESIDENT AND CEO, CHIEF FINANCIAL OFFICER AND LEGAL COUNSEL. FORM 990, PART VI, SECTION B, LINE 12C COUNCIL BOARD MEMBERS, OFFICERS, AND KEY EMPLOYEES MUST ANNUALLY DISCLOSE, IN FULL, THE NAME OF EACH BUSINESS OR NONPROFIT ORGANIZATION THAT HAS OR REASONABLY EXPECTS TO HAVE ANY MATERIAL INTEREST IN ANY PROPOSED OR EXISTING CONTRACT, TRANSACTION OR ARRANGEMENT WITH THE COUNCIL ON FOUNDATIONS AND IN WHICH HE/SHE, HIS/HER SPOUSE OR ANY MEMBER OF THEIR IMMEDIATE FAMILY IS A MEMBER, DIRECTOR, OFFICER, EMPLOYER OR PARTNER. BOARD MEMBERS, OFFICERS, AND KEY EMPLOYEES ARE GIVEN A FORM EACH YEAR FOR THIS PURPOSE AND MUST EITHER CHECK A BOX THAT THEY ARE NOT AWARE OF ANY CONFLICT THAT MUST BE DISCLOSED OR MUST ATTACH A LETTER DESCRIBING ANY INTERESTS THAT MUST BE DISCLOSED. COUNCIL STAFF FOLLOWS UP WITH BOARD MEMBERS, OFFICERS, AND KEY EMPLOYEES AS NECESSARY TO MAKE SURE THAT ALL FORMS ARE EXECUTED AND RETURNED. IN ADDITION TO THE ANNUAL DISCLOSURE, THE COUNCIL'S CONFLICT OF INTEREST POLICY FOR BOARD AND STAFF, WHICH ALL BOARD MEMBERS, OFFICERS, AND KEY EMPLOYEES MUST SIGN EACH YEAR, PROVIDES THAT BOARD MEMBERS, OFFICERS, AND KEY EMPLOYEES HAVE A CONTINUING OBLIGATION TO REPORT CONFLICTS AND MUST PROMPTLY REPORT ANY CONFLICT THAT HAS NOT PREVIOUSLY BEEN REPORTED. BOARD MEMBERS THAT ARE DEEMED TO HAVE A CONFLICT OF INTEREST BASED ON THE ABOVE PROCESSES MUST ABSTAIN FROM PARTICIPATING IN THE VOTE. OFFICERS AND KEY EMPLOYEES ARE NOT PERMITTED TO PARTICIPATE IN A DECISION REGARDING WHICH THEY HAVE A CONFLICT OF INTEREST. FORM 990, PART VI, SECTION B, LINE 15A THE COUNCIL CONTRACTS A CONSULTANT FIRM TO CONDUCT A MARKET ANALYSIS, WHICH RECOMMENDS COMPENSATION ADJUSTMENTS FOR THE CEO. THE CONSULTANT'S RECOMMENDATIONS ARE THEN FORWARDED TO THE EXECUTIVE COMMITTEE WHICH RECOMMENDS THE COMPENSATION FOR THE PRESIDENT AND CEO TO THE FULL BOARD WHICH DETERMINES THE FINAL COMPENSATION. FORM 990, PART VI, SECTION C, LINE 19 THE COUNCIL'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, FINANCIAL STATEMENTS, AND THE FEDERAL FORM 990 ARE AVAILABLE ON THE COUNCIL'S WEBSITE AND UPON REQUEST. FORM 990, PART VI, SECTION A, LINE 9 SHANNON SCOTT 707 HANKIN STREET SILVER SPRING, MD 20910 FORM 990, PART VI, SECTION A, LINE 1 THE EXECUTIVE COMMITTEE IS CHAIRED BY THE BOARD CHAIR AND COMPOSED OF SEVEN TO ELEVEN DIRECTORS, INCLUDING THE BOARD OFFICERS, AS WELL AS THE CHAIRS OF THE REMAINING COMMITTEES OF THE BOARD, PLUS SUCH OTHER DIRECTORS APPOINTED BY THE BOARD CHAIR, IN CONSULTATION WITH THE PRESIDENT AND CEO, AND APPROVED BY THE BOARD. IN ADDITION, THE PRESIDENT AND CEO SERVES ON THE COMMITTEE EX OFFICIO WITHOUT A VOTE. ALL OF THE MEMBERS OF THE EXECUTIVE COMMITTEE ARE ON THE GOVERNING BODY OF THE BOARD OF DIRECTORS OF THE COUNCIL ON FOUNDATIONS. THE EXECUTIVE COMMITTEE HAS THE FOLLOWING RESPONSIBILITIES AS LISTED IN THE EXECUTIVE COMMITTEE CHARTER: -ACTS AS A LIAISON TO THE PRESIDENT AND CEO, PROVIDING COUNSEL, FEEDBACK AND SUPPORT AND, TOGETHER WITH THE PRESIDENT AND CEO, ESTABLISHES THE CHIEF EXECUTIVE'S GOALS FOR THE FOLLOWING YEAR. -ENSURES DEVELOPMENT AND IMPLEMENTATION OF A STRATEGIC PLAN AND ITS ALLIGNMENT WITH TEH OPERATING BUDGET. -RESOVES URGENT AND SENSITIVE ISSUES WHEN NEEDED BETWEEN FULL BOARD MEETINGS, IN CONJUNCTION WITH THE PRESIDENT AND CEO. -ANNUALLY FACILITATES AN ASSESSMENT OF THE PRESIDENT AND CEO'S PERFORMANCE AND COMPENSATION, AND PRESENTS RECOMMENDATIONS TO THE FULL BOARD. AS SPECIFIED IN THE BYLAWS OF THE COUNCIL ON FOUNDATIONS, THE EXECUTIVE COMMITTEE CANNOT AMEND BYLAWS, ELECT OR REMOVE BOARD MEMBERS, HIRE OR FIRE THE CHIEF EXECUTIVE, APPROVE THE CHIEF EXECUTIVE'S COMPENSATION, APPROVE OR CHANGE THE AUDIT OR ANNUAL BUDGET, OR CHANGE THE STRUCTURE OF THE BOARD OR THE ORGANIZATION. ALL OF THESE POLICY DECISIONS MUST BE CONSIDERED AND APPROVED BY THE FULL BOARD OF DIRECTORS. FORM 990, PART VII, SECTION A, COLUMN B WHILE THE COUNCIL'S STANDARD WORK WEEK IS 35 HOURS PER WEEK, THE JOB DUTIES AND RESPONSIBILITIES OF KEY AND HIGHLY COMPENSATED EMPLOYEES REQUIRE ADDITIONAL TIME TO PERFORM THEIR DUTIES. THE COUNCIL DOES NOT QUANTIFY THE ADDITIONAL HOURS OF TIME PUT FORTH BY THESE DEDICATED KEY EMPLOYEES. FORUM OF REGIONAL ASSOCIATIONS OF GRANTMAKERS 2121 CRYSTAL DRIVE 700 ARLINGTON VA 22202 522122029 STRENGTHEN THE ABILITY OF REGIONAL ASSOCIATIONS TO FULFILL THEIR MISSION DC 501(C)(3) LINE 11A, I N/A 0 COMMUNITY FOUNDATIONS NATIONAL STANDARDS BOARD 2121 CRYSTAL DRIVE 700 ARLINGTON VA 22202 270448505 ADMINISTER THE NATIONAL STANDARDS ACCREDITATION PROCESS VA 501(C)(3) LINE 11A, I N/A 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 1 1 0 COMMUNITY FOUNDATIONS NATIONAL STANDARDS BOARD O 92150 FAIR MARKET VALUE COMMUNITY FOUNDATIONS NATIONAL STANDARDS BOARD R 88986 FAIR MARKET VALUE