Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
Council on Foundations Inc
Employer identification number
13-6068327
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the the supported organization?
................
11g(i)
(ii)
a family member of a person described in (i) above?
......................
11g(ii)
(iii)
a 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of support?
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 2
Part II
Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
8,459,011
15,673,205
15,474,885
14,242,352
10,092,110
63,941,563
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3..
8,459,011
15,673,205
15,474,885
14,242,352
10,092,110
63,941,563
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
2,643,109
6
Public Support. Subtract line 5 from line 4.
61,298,454
Section B. Total Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
7
Amounts from line 4..
8,459,011
15,673,205
15,474,885
14,242,352
10,092,110
63,941,563
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
779,640
1,543,924
985,751
625,005
356,827
4,291,147
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
12,494
23,694
36,188
10
Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
14,607
36,169
43,772
166,817
69,574
330,939
11
Total support (Add lines 7 through 10).
68,599,837
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
24,586,064
13
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here..........................................
Section C. Computation of Public Support Percentage
14
Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
89.360 %
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
89.640 %
16a
33 1/3% support test—2010.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
......................
b
33 1/3% support test—2009.
If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2010.
If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization
..................................................
b
10%-facts-and-circumstances test—2009.
If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported organization
..............................................
18
Private Foundation
If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions
...................................................
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 3
Part III
Support Schedule for Organizations Described in IRC 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public Support (Subtract line 7c from line 6.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13
Total support (Add lines 9, 10c, 11 and 12.).
14
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public Support Percentage for 2010 (line 8 column (f) divided by line 13 column (f))
.........
15
16
Public support percentage from 2009 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2010 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2009 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2010.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
..........
b
33 1/3% support tests—2009.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
....
20
Private Foundation
If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 4
Part IV
Supplemental Information.
Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2010
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
Council on Foundations Inc
Employer identification number
13-6068327
Identifier
Return Reference
Explanation
Form 990, Part VI, Section A, line 4
In 2010, the bylaws were revised to reflect board action taken regarding the following: Article IV, Section 1 - Board Officers. Amended to reflect board action in June of 2010 that only board members elected by the membership are eligible for board officer roles. Article III, Section 4 - Terms. Amended to reflect board action in June of 2010 that the term of the board chair-elect may be extended for up to two years beyond his/her term to complete the two-year chair term. Article 1 - Membership. Amended to reflect board approval of a "Statement of Membership" in December of 2010 which redefined who are its members.
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 member 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 inspectors 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 following staff and the Audit Committee: Executive Vice President and COO, General Counsel, and the President and CEO. The financial information is compared to the audited financial statements which is reviewed by the full board and the audit committee. The federal Form 990 is provided to the full Board after the 990 is submitted to the IRS.
Form 990, Part VI, Section B, line 12c
Council Board members 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 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 follow up with Board members 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, which all Board members must sign each year, provides that Board members have a continuing obligation to report conflicts and must promptly report any conflict that has not previously been reported. Members that are deemed to have a conflict of interest based on the above processes are refused from participating in the vote. The Council has an annual disclosure requirement in place for directors and officers and was extended to key employees starting in 2010.
Form 990, Part VI, Section B, line 15a
COF 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 determines the final compensation for the CEO. COF periodically conducts compensation studies for senior management positions.
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.
Changes in Net Assets or Fund Balances:
Form 990, Part XI, line 5:
Net unrealized gains on investments: 1,183,453.
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 alignment with the operating budget. -Resolves 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. -Establishes an executive search process for a president and CEO, as needed. 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.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.