The revised Form 990 (the Foundation’s annual information return) includes a number of new questions that focus on the Foundation’s governance. The questions reflect the belief that a “well-governed charity is more likely to obey the tax laws, safeguardcharitable assets, and serve charitable interests.” Internal Revenue Service: Governance and RelatedTopics - 501(c)(3) Organizations. Several of the questions also reflect the fact that portions of the Sarbanes-Oxley Act of 2002 apply to charitable organizations.
The Sarbanes-Oxley Act of 2002 requires in part that all corporations (including nonprofit corporations) prohibit the destruction of documents in response to anticipated or actual litigation. The Foundation’s draft policy responds to that requirement, and also allows the Foundation to answer “yes” to the document retention policy question on the Form 990. The Foundation’s Chair is identified as the administrator of this Policy.
The IRS has a strong focus on conflicts of interest with respect to charitable organizations. This Conflict of Interest Policy and its annual disclosure form will enable the Foundation to answer “yes” to the relevant questions on the Form 990. The key features of this Policy are that it 1) identifies the individuals who are subject to it; 2) clarifies when individuals must make disclosures; and 3) describes the process involved when someone discloses a conflict of interest. The annual disclosure form supplements the Conflict of Interest Policy by requiring certain individuals to make annual written disclosures to the Foundation.
This policy supplements the Conflict of Interest Policy and enables the Foundation to answer “yes” to the relevant questions on the Form 990. This policy reflects the “rebuttable presumption” requirements that apply to a public charity’s compensation arrangements with certain insiders. The key feature of this policy is that it requires the Foundation to take certain steps to confirm that the compensation it pays is no more than fair market value.
The Sarbanes-Oxley Act of 2002 prohibits all corporations (including nonprofit corporations) from retaliating against whistleblowers, and this policy is intended to demonstrate compliance with that restriction. It also is intended to enable the Foundation to check the “yes” box on the Form 990 when the IRS asks whether the Foundation has such a policy. The Chair is designated as the person to whom reports should be made under this policy.
Please familiarize yourself with our policies and procedures for travel. We truly appreciate you taking the time to participate in this meeting. As you make your plans please remember that we are a nonprofit organization dependent on donations and volunteers. So please note what we do and do not cover.
