2023-06-16T09:54:23-05:00 2022-12-31 420714325 RSM US LLP 4650 EAST 53RD STREET DAVENPORT IA 528073479 990 2022-01-01 263784465 LENA FOUNDATION LENA 3034419010 361 CENTENNIAL PARKWAY 100 LOUISVILLE CO 80027 CAROLE BRITE CHIEF FINANCIAL OFFICER 3034419010 2023-05-31 1 CAROLE BRITE 999009999 1 JENIFER L CHASE P01306883 5638884000 2023-05-31 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z LENA STEPHEN M HANNON PHD 361 CENTENNIAL PARKWAY 100 LOUISVILLE CO 80027 9898671 0 X WWW.LENA.ORG X 2008 CO LENA HELPS COMMUNITIES BOOST SCHOOL READINESS AND IMPROVE CHILD OUTCOMES THROUGH EARLY TALK. LENA WORKS WITH A WIDE RANGE OF PARTNER ORGANIZATIONS TO IMPROVE EARLY LANGUAGE ENVIRONMENTS AND BOOST KINDERGARTEN READINESS. 6 4 58 4 0 0 8709420 5920806 0 0 -12305 -1110 2463685 2699831 11160800 8619527 714564 326310 0 0 5304481 6324222 0 0 512496 2121962 1919068 8141007 8569600 3019793 49927 6954124 8230784 2259276 3486009 4694848 4744775 LENA FOUNDATION'S MISSION IS TO TRANSFORM CHILDREN'S FUTURES THROUGH EARLY TALK TECHNOLOGY AND DATA-DRIVEN PROGRAMS. 0 0 6906813 326310 2699831 LENA FOUNDATION (LENA) TRANSFORMS CHILDREN'S FUTURES THROUGH EARLY TALK TECHNOLOGY AND DATA-DRIVEN PROGRAMS. LENA'S CORE TECHNOLOGY IS THE LENA SYSTEM, THE STANDARD FOR AUTOMATICALLY MEASURING TALK WITH CHILDREN, A CRITICAL FACTOR IN EARLY BRAIN DEVELOPMENT AND PREDICTIVE OF BOTH COGNITIVE AND SOCIAL EMOTIONAL DEVELOPMENT. 6906813 1 1 0 0 0 0 0 0 0 0 1 0 0 1 1 1 1 0 0 0 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 15 0 1 58 1 0 0 0 0 0 0 0 0 0 0 0 0 X 6 4 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 CA CO FL HI MS NM NH OH SC X CAROLE BRITE 3034419010 361 CENTENNIAL PARKWAY 100 LOUISVILLE CO 80027 STEPHEN M HANNON PHD PRESIDENT AND CEO 40.00 X 219808 0 31398 SAHAR BOU-GHAZALE TOUKMAJI HEAD OF TECHNOLOGY INNOVATION 40.00 X 230361 0 10316 JESSICA SIMMONS CHIEF GROWTH OFFICER 40.00 X 199185 0 25412 VINCE SWARTOUT CHIEF INFORMATION & OPERATIONS OFFICER 40.00 X 178503 0 30409 JILL GILKERSON PHD CHIEF RESEARCH & EVALUATION OFFICER 40.00 X 156060 0 21032 CAROLE BRITE CHIEF FINANCIAL OFFICER 40.00 X 150096 0 20617 ALEXANDER F PAUL SECRETARY/TREASURER 32.00 X X 12015 0 28660 JUDITH A PAUL CHAIRMAN 32.00 X X 19596 0 9927 LEE MARSHALL DIRECTOR 1.00 X 0 0 0 CHRISTINE A MONFORT DIRECTOR 1.00 X 0 0 0 CARLY ROBERTS DIRECTOR 1.00 X 0 0 0 STEVEN F WARREN DIRECTOR 1.00 X 0 0 0 1165624 0 177771 18 0 1 0 3 693249 5227557 5920806 15940 15940 3257 0 20307 3257 -20307 -17050 -17050 3958668 1258837 2699831 2699831 8619527 2699831 0 -1110 326310 326310 251206 213525 37681 70199 59669 10530 4818633 3842805 652164 323664 809209 655459 97105 56645 374975 303730 44997 26248 135687 40706 94981 30162 24205 4018 1939 201098 186491 7588 7019 22851 18338 3044 1469 387670 311105 51643 24922 602388 483417 80246 38725 73117 58677 9740 4700 138649 111266 18470 8913 30999 25000 4132 1867 173266 139045 23082 11139 31185 25026 4154 2005 RECRUITING 44310 35558 5903 2849 RESEARCH 23413 23413 LABORATORY 18175 18175 BAD DEBT EXPENSE 5000 4013 666 321 1098 880 147 71 8569600 6906813 1150291 512496 335465 195880 4039475 2131628 1275136 2901045 294803 561504 385558 356691 230633 238765 1710297 1132640 393054 577657 0 1267614 6954124 8230784 645937 766062 763836 1055708 849503 1664239 2259276 3486009 X 4544848 4255860 150000 488915 4694848 4744775 6954124 8230784 49927 0 X X 0 1 X 1 0 X 1564021 1895772 3583332 8709420 5920806 21673351 2206451 3451076 2867071 3471262 3958668 15954528 3770472 5346848 6450403 12180682 9879474 37627879 149815 200000 4510592 542 4860949 574579 606003 275388 79866 713026 2248862 724394 806003 275388 4590458 713568 7109811 30518068 10791 11154 5433 266 15940 43584 10791 11154 5433 266 15940 43584 3781263 5358002 6455836 12180948 9895414 37671463 0.81010 0.76370 0.00120 0.00100 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 755067 302855 452212 85327 57847 27480 869903 771938 97965 577657 RIGHT-OF-USE ASSET - OPERATING LEASES 1267614 1267614 OPERATING LEASE LIABILITY 1664239 1664239 X 9878364 0 9878364 -1258837 -1258837 8619527 9828437 1258837 1258837 8569600 0 8569600 PART X, LINE 2: LENA FOUNDATION (THE FOUNDATION) IS EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. HOWEVER, THE FOUNDATION IS SUBJECT TO FEDERAL INCOME TAX ON ANY UNRELATED BUSINESS INCOME. NO PROVISION FOR FEDERAL INCOME TAX HAS BEEN INCLUDED IN THE ACCOMPANYING FINANCIAL STATEMENTS. MANAGEMENT EVALUATED THE FOUNDATION'S TAX POSITIONS AND CONCLUDED THAT THE FOUNDATION HAS TAKEN NO UNCERTAIN TAX POSITIONS THAT REQUIRE ADJUSTMENT TO THE FINANCIAL STATEMENTS TO COMPLY WITH THE PROVISIONS OF ACCOUNTING GUIDANCE RELATED TO INCOME TAXES. AS OF DECEMBER 31, 2022 AND 2021, THE FOUNDATION HAS ADDRESSED UNCERTAINTY IN ITS INCOME TAX POSITIONS UNDER THIS GUIDANCE AND DETERMINED THERE ARE NO UNRECOGNIZED/DERECOGNIZED TAX BENEFITS REQUIRING AN ACCRUAL. PART XI, LINE 4B - OTHER ADJUSTMENTS: COST OF GOODS INCLUDED WITH EXPENSES ON AUDITED FINANCIAL STATEMENTS -1,258,837. PART XII, LINE 2D - OTHER ADJUSTMENTS: COST OF GOOD SOLD INCLUDED WITH EXPENSES ON AUDITED FINANCIAL STATEMENTS 1,258,837. EAST ASIA AND THE PACIFIC 0 0 PROGRAM SERVICES SALES OF THE LENA SYSTEM EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 PROGRAM SERVICES SALES OF THE LENA SYSTEM NORTH AMERICA 0 0 PROGRAM SERVICES SALES OF THE LENA SYSTEM SOUTH ASIA 0 0 PROGRAM SERVICES SALES OF THE LENA SYSTEM CENTRAL AMERICA AND THE CARIBBEAN 0 0 PROGRAM SERVICES SALES OF THE LENA SYSTEM 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 PART III ACCOUNTING METHOD: 1 EPISCOPAL CHILDREN'S SERVICES 8443 BAYMEADOWS RD STE 1 JACKSONVILLE FL 32256 591146765 501(C)(3) 10000 0 LENA GROW LAUNCH GRANT ASSUMPTION PARISH SCHOOLS 4901 HIGHWAY 308 NAPOLEONVILLE LA 70390 726000101 STATE OF LOUISIANA 10000 0 LENA GROW LAUNCH GRANT BATESVILLE AREA CHAMBER OF COMMERCE 409 VINE STREET BATESVILLE AR 72501 710012000 501(C)(3) 15000 0 LENA GROW LAUNCH GRANT CATHOLIC CHARITIES OF DENVER 6240 SMITH ROAD DENVER CO 80216 840686679 501(C)(3) 21304 0 DANIELS FUND GRANT COLORADO DEPARTMENT OF HUMAN SERVICES 13300 W 6TH AVE DENVER CO 80228 383721881 STATE OF COLORADO 18454 0 GARY COMMUNITY VENTURES GRANT EARLY LEARNING COALITION OF POLK COUNTY 115 S MISSOURI AVE LAKELAND FL 33815 593648316 501(C)(3) 10000 0 LENA GROW LAUNCH GRANT GARRETT COUNTY 104 EAST CENTER STREET OAKLAND MD 21550 520820662 501(C)(3) 18562 0 MSDE GRAND STREET SETTLEMENT 80 PITT STREET NEW YORK NY 10002 135562230 501(C)(3) 19088 0 VIKING GLOBAL FOUNDATION GRANT HOPES CAP 301 GARDEN STREET HOBOKEN NJ 07030 221801849 501(C)(3) 10000 0 LENA GROW LAUNCH GRANT JUBILEE JUMPSTART 2525 ONTARIO ROAD NW GROUND FLOOR WASHINGTON DC 20009 202700607 501(C)(3) 9149 0 KLINGENSTEIN FCCS MESQUITE ISD 3819 TOWNE CROSSING MESQUITE TX 75150 756002054 501(C)(3) 20000 0 LENA START EXPANSION GRANT MISSISSIPPI HEAD START ASSOCIATION 921 N CONGRESS ST JACKSON MS 39202 640542172 501(C)(3) 20000 0 LENA GROW EXPANSION GRANT NORTHERN ILLINOIS UNIVERSITY 1425 W LINCOLN HWY DEKALB IL 60115 366008480 STATE OF ILLINOIS 23000 0 LENA START LAUNCH GRANT PHOENIX PUBLIC LIBRARY 1221 NORTH CENTRAL AVENUE PHOENIX AZ 85004 860835463 501(C)(3) 15000 0 START EXPANSION GRANT PRESCHOOL PROMISE 2251 TIMBER LANE DAYTON OH 45414 814799474 501(C)(3) 10000 0 LENA GROW EXPANSION FUNDS SAN JOAQUIN COUNTY OFFICE OF EDUCATION PO BOX 213030 STOCKTON CA 95213 680006282 STATE OF CALIFORNIA 10000 0 GROW EXPANSION GRANT UNIVERSITY OF MEMPHIS PO BOX 1000 DEPARTMENT 313 MEMPHIS TN 38148 620648618 STATE OF TENNESSEE 51425 0 LENA START PROGRAM IMPLEMENTATION JEFFERSON COUNTY 100 JEFFERSON COUNTY PARKWAY 4550 GOLDEN CO 80419 846000774 STATE OF COLORADO 22628 0 DANIELS FUND GRANT 18 0 PART I, LINE 2: LENA FOUNDATION (LENA) SOMETIMES IS ABLE TO PROVIDE LAUNCH SUPPORT FUNDING TO DEFRAY COSTS FOR THE CONTRACT'S INITIAL TERM TO ELIGIBLE ORGANIZATIONS. WHEN SUCH FUNDING IS AVAILABLE, AN APPLICATION FORM IS PROVIDED (MOST OFTEN POSTED ON OUR WEBSITE) FOR INTERESTED ORGANIZATIONS TO HAVE LIKELY ACCESS TO SUFFICIENT ADDITIONAL FUNDING AND IN-KIND SUPPORT THROUGH LOCAL OTHER SOURCES TO IMPLEMENT AND RUN THE PARTICULAR LENA PROGRAM. THE CRITERIA USED TO MAKE SELECTIONS INVOLVES EACH PROSPECTIVE SITE COMPLETING AN APPLICATION QUESTIONNAIRE THAT TOUCHES ON A NUMBER OF FACTORS (INCLUDING STRATEGIC ALIGNMENT WITH THE ORGANIZATION/COMMUNITY, PARTNER AND/OR PARENT RECRUITMENT APPROACHES, STAFFING, POTENTIAL TO SCALE). ONCE REVIEWED, A FOLLOWUP CONVERSATION IS HELD WITH THE PROSPECTIVE GRANTEE TO DISCUSS THEIR PLAN IN GREATER DETAIL TO CLARIFY EXPECTATIONS, PLANS, AND IDENTIFY AREAS OF CONCERN. BUDGET GUIDANCE IS PROVIDED DURING THIS PROCESS TO ASSURE THE PROSPECTIVE GRANTEE IS CONSIDERING AND HAS GARNERED FUNDING AND IN KIND SUPPORT TO ADDRESS THE FULL COST OF IMPLEMENTATION. THE APPLICATIONS ALONG WITH SUMMARIES OF CONVERSATIONS ARE THEN REVIEWED BY A COMMITTEE OF THE BUSINESS DEVELOPMENT OPERATIONS DIRECTOR, PRINCIPAL OF PHILANTHROPIC PARTNERSHIPS, CHIEF GROWTH OFFICER, AND PRESIDENT/CEO TO MAKE A DECISION. AGREEMENT DOCUMENTS ARE THEN FINALIZED AND SENT TO THE GRANTEE, INCLUDING A PROGRAM AGREEMENT AND A LAUNCH FUNDS ACKNOWLEDGEMENT. LAUNCH FUND GRANTEES ARE MONITORED VIA A PROCESS SIMILAR TO WHAT WE APPLY TO ALL NEW LENA SITES. LENA PROCEEDS THROUGH THE LAUNCH PROCESS WITH EACH GRANTEE, INVOLVING TELECONS AND WEBINAR TRAININGS. THIS IS PART OF LENA'S "IMPLEMENTATION" PROCESS, WHICH IS TRACKED WEEKLY IN INTERNAL "IMP/RUN" MEETINGS. AS THE GRANTEES LAUNCH AND ENTER THE "RUN" PROCESS, LENA CONDUCTS REGULAR CHECK-IN CALLS WITH THEM THROUGH THE PARTNER SUCCESS TEAM. THE LENA ONLINE CLOUD-BASED PLATFORM PROVIDES REAL-TIME INSIGHTS INTO EACH GRANTEE'S STATUS AS FAR AS NUMBER OF CHILDREN REACHED AS WELL AS BOTH FIDELITY-RELATED AND OUTCOME-RELATED METRICS. LENA THEN HOLDS CONVERSATIONS TO REVIEW DATA AND DISCUSS WHAT'S WORKING, WHAT'S NOT, AND LESSONS LEARNED AS WELL AS PLANS FOR THE COMING MONTHS/YEAR. OVER TIME, THERE IS A "GRADUAL RELEASE" PROCESS THAT'S APPLIED WHERE THE REGULAR CHECK-IN CALLS ARE REDUCED IN FREQUENCY, TAILORED TO THE STATUS AND NEEDS OF EACH SITE. X X 0 0 0 0 0 0 0 1 0 STEPHEN M HANNON PHD PRESIDENT AND CEO 218841 0 0 0 967 0 9565 0 21833 0 251206 0 0 0 SAHAR BOU-GHAZALE TOUKMAJI HEAD OF TECHNOLOGY INNOVATION 226744 0 3000 0 617 0 10316 0 0 0 240677 0 0 0 JESSICA SIMMONS CHIEF GROWTH OFFICER 184170 0 15000 0 15 0 7617 0 17795 0 224597 0 0 0 VINCE SWARTOUT CHIEF INFORMATION & OPERATIONS OFFIC 175241 0 3000 0 262 0 7650 0 22759 0 208912 0 0 0 JILL GILKERSON PHD CHIEF RESEARCH & EVALUATION OFFICER 153268 0 2500 0 292 0 7042 0 13990 0 177092 0 0 0 CAROLE BRITE CHIEF FINANCIAL OFFICER 149449 0 0 0 647 0 6834 0 13783 0 170713 0 0 0 PART I, LINE 7 BONUSES ARE AWARDED AT THE DISCRETION OF THE CEO, STEPHEN M. HANNON, PH.D., WITH INPUT FROM THE BOARD SECRETARY, ALEXANDER F. PAUL, BASED ON EACH OFFICER AND EMPLOYEE'S INDIVIDUAL PERFORMANCE DURING THE YEAR. FORM 990, PART VI, SECTION A, LINE 2 JUDITH PAUL AND ALEXANDER PAUL HAVE A FAMILY RELATIONSHIP. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 INFORMATION IS PREPARED BY LENA'S CFO AND IS REVIEWED BY AN INDEPENDENT ACCOUNTING FIRM. A DRAFT COPY OF THE FORM 990 IS THEN PROVIDED TO THE FULL BOARD OF DIRECTORS PRIOR TO ITS FILING WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON, DEFINED AS ANY DIRECTOR, PRINCIPAL OFFICER, OR MEMBER OF A COMMITTEE WITH GOVERNING BOARD DELEGATED POWERS, WHO HAS A DIRECT OR INDIRECT FINANCIAL INTEREST, AS DEFINED LATER, MUST DISCLOSE THE EXISTENCE OF THE FINANCIAL INTEREST AND BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE DIRECTORS AND MEMBERS OF COMMITTEES WITH GOVERNING BOARD DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. A PERSON HAS A FINANCIAL INTEREST IF THE PERSON HAS, DIRECTLY OR INDIRECTLY, THROUGH BUSINESS, INVESTMENT, OR FAMILY: A. AN OWNERSHIP OR INVESTMENT INTEREST IN ANY ENTITY WITH WHICH THE ORGANIZATION HAS A TRANSACTION OR ARRANGEMENT, B. A COMPENSATION ARRANGEMENT WITH THE ORGANIZATION OR WITH ANY ENTITY OR INDIVIDUAL WITH WHICH THE ORGANIZATION HAS A TRANSACTION OR ARRANGEMENT, OR C. A POTENTIAL OWNERSHIP OR INVESTMENT INTEREST IN, OR COMPENSATION ARRANGEMENT WITH, ANY ENTITY OR INDIVIDUAL WITH WHICH THE ORGANIZATION IS NEGOTIATING A TRANSACTION OR ARRANGEMENT. COMPENSATION INCLUDES DIRECT AND INDIRECT REMUNERATION AS WELL AS GIFTS OR FAVORS THAT ARE NOT INSUBSTANTIAL. A FINANCIAL INTEREST IS NOT NECESSARILY A CONFLICT OF INTEREST. A PERSON WHO HAS A FINANCIAL INTEREST MAY HAVE A CONFLICT OF INTEREST ONLY IF THE APPROPRIATE GOVERNING BOARD OR COMMITTEE DECIDES THAT A CONFLICT OF INTEREST EXISTS. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF THE FINANCIAL INTEREST AND BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE DIRECTORS AND MEMBERS OF COMMITTEES WITH GOVERNING BOARD DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST ARE AS FOLLOWS: A. AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE GOVERNING BOARD OR COMMITTEE MEETING, BUT AFTER THE PRESENTATION, HE/SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, THE TRANSACTION OR ARRANGEMENT INVOLVING THE POSSIBLE CONFLICT OF INTEREST. B. THE CHAIRPERSON OF THE GOVERNING BOARD OR COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. C. AFTER EXERCISING DUE DILIGENCE, THE GOVERNING BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE ORGANIZATION CAN OBTAIN WITH REASONABLE EFFORTS A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. D. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY POSSIBLE UNDER CIRCUMSTANCES NOT PRODUCING A CONFLICT OF INTEREST, THE GOVERNING BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE ORGANIZATION'S BEST INTEREST, FOR ITS OWN BENEFIT, AND WHETHER IT IS FAIR AND REASONABLE. IN CONFORMITY WITH THE ABOVE DETERMINATION IT SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT. IF THE GOVERNING BOARD OR COMMITTEE HAS REASONABLE CAUSE TO BELIEVE A MEMBER HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM THE MEMBER OF THE BASIS FOR SUCH BELIEF AND AFFORD THE MEMBER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. B. IF, AFTER HEARING THE MEMBER'S RESPONSE AND AFTER MAKING FURTHER INVESTIGATION AS WARRANTED BY THE CIRCUMSTANCES, THE GOVERNING BOARD OR COMMITTEE DETERMINES THE MEMBER HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. THE MINUTES OF THE GOVERNING BOARD AND ALL COMMITTEES WITH BOARD DELEGATED POWERS SHALL CONTAIN: A. THE NAMES OF THE PERSONS WHO DISCLOSED OR OTHERWISE WERE FOUND TO HAVE A FINANCIAL INTEREST IN CONNECTION WITH AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, THE NATURE OF THE FINANCIAL INTEREST, ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OF INTEREST WAS PRESENT, AND THE GOVERNING BOARD'S OR COMMITTEE'S DECISION AS TO WHETHER A CONFLICT OF INTEREST IN FACT EXISTED. B. THE NAMES OF THE PERSONS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO THE TRANSACTION OR ARRANGEMENT, THE CONTENT OF THE DISCUSSION, INCLUDING ANY ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND A RECORD OF ANY VOTES TAKEN IN CONNECTION WITH THE PROCEEDINGS. A VOTING MEMBER OF THE GOVERNING BOARD WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE ORGANIZATION FOR SERVICES IS PRECLUDED FROM VOTING ON MATTERS PERTAINING TO THAT MEMBER'S COMPENSATION. A VOTING MEMBER OF ANY COMMITTEE WHOSE JURISDICTION INCLUDES COMPENSATION MATTERS AND WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE ORGANIZATION FOR SERVICES IS PRECLUDED FROM VOTING ON MATTERS PERTAINING TO THAT MEMBER'S COMPENSATION. NO VOTING MEMBER OF THE GOVERNING BOARD OR ANY COMMITTEE WHOSE JURISDICTION INCLUDES COMPENSATION MATTERS AND WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE ORGANIZATION, EITHER INDIVIDUALLY OR COLLECTIVELY, IS PROHIBITED FROM PROVIDING INFORMATION TO ANY COMMITTEE REGARDING COMPENSATION. EACH DIRECTOR, PRINCIPAL OFFICER AND MEMBER OF A COMMITTEE WITH GOVERNING BOARD DELEGATED POWERS SHALL ANNUALLY SIGN A STATEMENT WHICH AFFIRMS SUCH PERSON: A. HAS RECEIVED A COPY OF THE CONFLICTS OF INTEREST POLICY, B. HAS READ AND UNDERSTANDS THE POLICY, C. HAS AGREED TO COMPLY WITH THE POLICY, AND UNDERSTANDS THE ORGANIZATION IS CHARITABLE AND IN ORDER TO MAINTAIN ITS FEDERAL TAX EXEMPTION IT MUST ENGAGE PRIMARILY IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX EXEMPT PURPOSES. FORM 990, PART VI, SECTION B, LINE 15 THE CEO'S COMPENSATION IS DECIDED BY THE CHAIR AND SECRETARY/TREASURER OF THE BOARD OF DIRECTORS AFTER COMPARISON TO MARKET RATES FOR A SIMILAR POSITION. THIS IS DOCUMENTED BY THE BOARD. FOR OTHER OFFICERS AND KEY EMPLOYEES, THE CEO DECIDES THEIR COMPENSATION AFTER COMPARISON TO MARKET RATES FOR SIMILAR POSITIONS. THIS IS DOCUMENTED BY THE CEO. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART XII, LINE 2C: THE OVERSIGHT AND SELECTION PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR.