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
GuideStar USA Inc
Employer identification number
54-1774039
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.") ....
2,099,345
4,545,618
3,065,990
3,262,136
2,196,495
15,169,584
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..
2,099,345
4,545,618
3,065,990
3,262,136
2,196,495
15,169,584
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)..
6,915,205
6
Public Support. Subtract line 5 from line 4.
8,254,379
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..
2,099,345
4,545,618
3,065,990
3,262,136
2,196,495
15,169,584
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
45,230
101,697
104,534
358,818
493,019
1,103,298
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11
Total support (Add lines 7 through 10).
16,272,882
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
29,961,736
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
50.720 %
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
51.760 %
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
GuideStar USA Inc
Employer identification number
54-1774039
Identifier
Return Reference
Explanation
Form 990, Part VI, Section B, line 11
The Form 990 information was assimilated by the Finance Department with assistance from GuideStar Senior Staff. The information was then sent to the outside tax professionals at Gelman, Rosenberg & Freedman who completed and reviewed the return. The completed return was then reviewed by GuideStar Senior Staff and after their review and modifications, if any, it was reviewed by the GuideStar Audit Committee. After taking into account any comments/recommendations of the GuideStar Audit Committee, the Form 990 was finalized and sent electronically to the full Board prior to filing with the IRS.
Form 990, Part VI, Section B, line 12c
Per the GuideStar employee handbook, all employees are under a "continuing obligation to disclose any actual or potential conflict of interest as soon as it is known or reasonably known". They must complete a "Conflict of Interest Disclosure Statement" and update it annually. Board members complete a "Conflict of Interest Disclosure Statement" annually. Where an actual or potential conflict exists between the interests of GuideStar and an interested party with respect to a specific proposed action or transaction, GuideStar will refrain from the proposed action or transaction until it has been approved by the disinterested members of the board of directors using the following procedures: 1. An interested party who has an actual or potential conflict of interest with respect to a proposed action or transaction will not participate in any way in, or be present during, the deliberations and decision making with respect to the action or transaction. The interested party may, upon request, be available to answer questions or provide material factual information about the proposed action or transaction. 2. The disinterested members of the board of directors may approve the proposed action or transaction if it is in the best interests of the corporation. The board will consider whether the terms of the proposed transaction are fair and reasonable to the organization. 3. The disinterested members of the board of directors will approve the action or transaction by vote of a majority of directors in attendance at a meeting at which a quorum is present. An interested party may be counted for purposes of determining whether a quorum is present but will not be counted for purposes of determining what constitutes a majority vote of directors in attendance. 4. The minutes of the meeting will reflect that the conflict disclosure was made, the vote taken, and, where applicable, the abstention from voting and participation by the interested party.
Form 990, Part VI, Section B, line 15
GuideStar's Compensation Policies OVERSIGHT GuideStar's executive and staff compensation policies are established by the GuideStar Board of Directors Executive Committee and approved by the full GuideStar Board of Directors. Deliberations and decisions regarding compensation are documented in the committee or board meeting minutes. For 2010, the Executive Committee consisted of the following people: - Alan Rappaport, Board Chair - Virginia Hodgkinson, Board Vice-Chair - Tom Tinsley, Board Treasurer - David Brown, Board Secretary and Chair of Compensation Subcommittee Responsibilities of the Executive Committee regarding GuideStar compensation policies and procedures include the following: 1. Review and approve organizational goals and objectives relevant to the compensation of the President and CEO. 2. Review his or her performance in light of those goals and objectives. 3. Approve parameters for compensation of senior officers. 4. Annually review compensation policies and procedures and make recommendations for adjustments. 5. Produce an annual compensation report to the full board of directors. 6. Oversee the company's policies on structuring compensation programs. 7. Review and approve any employment agreements. 8. Review and approve any severance. 9. Oversee plans for management development and succession. 10. Present a recommendation to the full board on retention or termination of any compensation consultant. COMPENSATION PHILOSOPHY GuideStar's activities are guided by a Mission Statement and Strategic Plan updated annually by the Board of Directors. The allocation of GuideStar's financial and human resources and its compensation plans are designed to help achieve progress in meeting GuideStar's mission. The board recognizes that achieving GuideStar's mission requires attracting, retaining and rewarding skilled executives and personnel within appropriate guidelines established by the IRS and good nonprofit governance practices. The board wishes to establish compensation incentives that are competitive in the market place and balanced between short and long-term performance designed to motivate and reward mission-directed performance. SUMMARY OF PROCESS USED TO DETERMINE COMPENSATION PRACTICES Standards for meeting IRS Guidelines: 1. Total compensation for GuideStar's senior executives must meet the standards under the IRS "intermediate sanctions" regulations. 2. The IRS intermediate sanctions regulations apply to "disqualified persons" at 501(c)(3) public charities and 501(c)(4) social welfare organizations. GuideStar is a 501(c)(3) organization. A disqualified person is someone who is in a position to exercise substantial influence with respect to the organization's affairs. Disqualified persons for GuideStar include the President and CEO as well as other key employees. 3. Compensation, for purposes of intermediate sanctions, includes all remuneration (base pay, incentives and bonuses, deferred compensation, and benefits). Thus, total compensation compared to the market is the appropriate comparison for intermediate sanctions purposes. Incentives and bonuses are permissible under intermediate sanctions, as long as the total amount of compensation is reasonable. GuideStar Process: 1. Each December, the full Board meets to establish mission-oriented goals for the coming year and allocate financial resources. These goals become the basis for establishing performance goals and metrics for the organization as a whole, departments and individuals. 2 The Executive Committee meets to establish mission-oriented performance goals for the President and to establish overall compensation philosophy for the coming year. The board has determined that GuideStar's cash compensation package is a combination of base pay and performance pay. Performance pay comprises an annual incentive to be paid at the end of each year. Performance pay is based on achieving GuideStar annual organization and individual objectives. Objectives are based on GuideStar's strategic plan and mission. 3. The board has also set a goal that all GuideStar employees, including executives, receive market-competitive benefits. 4. For executives, a job description is updated each year and each GuideStar position is placed at a market-based salary point according to the competitive marketplace for that position, with the advice of a consultant. 5. To meet the "reasonable standard" of the IRS, GuideStar hires an independent outside consultant to help determine as the IRS states "the value that would ordinarily be paid for like services by like enterprises under like circumstances." Working with the Executive Committee, the consultant has identified a group of five organizations identified as most comparable to GuideStar. Like GuideStar, the comparator organizations receive less than 25% of their revenues from government grants, and more than 20% of their revenues from program activities. As the leading organizations that provide services to and information on the nonprofit sector, these five organizations are comparable to GuideStar in mission. These organizations also match GuideStar in size, the quality of staff that they recruit, and their public prominence. In addition, the consultant reviews two other organizations that are comparable in many, but not all, respects to Guidestar. Finally, the consultant reviews three national professionally prepared compensation surveys as well as certain IRS Forms 990. 6. The Executive Committee reviews the consultant's report and makes recommendations which are reviewed and voted on by the full board. The full board approves the compensation of the President and CEO. The President and CEO is given certain parameters of compensation for senior executives and is required to inform the board whenever compensation exceeds these parameters. 7. During the course of the year, the performance of the President and CEO is reviewed on a quarterly basis by the Chairman and a full report is presented to the board. The President and CEO is responsible for quarterly performance reviews of all executive staff. 8. At the end of the fiscal year, the Executive Committee makes a recommendation to the full board for its approval regarding any performance pay for the President and CEO. Performance pay is based on achieving GuideStar annual organization and individual objectives. Objectives are based on GuideStar's strategic plan and mission.
Form 990, Part VI, Section C, line 19
GuideStar's governing documents and financial statements are made available on its websites www.guidestar.org. Additionally, they are provided upon request from the public. GuideStar's conflict of interest policy is available on the GuideStar Intranet for all staff.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.