Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
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| FORM 990, PART VI, SECTION A, LINE 2 | THIS QUESTION IS ADDRESSED ON SCHEDULE O UNDER "FURTHER EXPLANATION OF THE FOLLOWING." |
| FORM 990, PART VI, SECTION A, LINE 4 | THIS QUESTION IS ADDRESSED ON SCHEDULE O UNDER "FURTHER EXPLANATION OF THE FOLLOWING." |
| FORM 990, PART VI, SECTION A, LINE 5 | THIS QUESTION IS ADDRESSED ON SCHEDULE O UNDER "FURTHER EXPLANATION OF THE FOLLOWING." |
| FORM 990, PART VI, SECTION A, LINE 8B | THERE ARE NO COMMITTEES OTHER THAN THE BOARD OF DIRECTORS, WITH AUTHORITY TO ACT ON BEHALF OF THE GOVERNING BODY. |
| FORM 990, PART VI, SECTION B, LINE 11 | A COPY OF THE DRAFT WAS SENT TO THE ORGANIZATIONS GOVERNING BODY FOR REVIEW. IT WAS REVIEWED AND APPROVED BY THE GOVERNING BODY. |
| FORM 990, PART VI, SECTION B, LINE 12C | THIS QUESTION IS ADDRESSED ON SCHEDULE O UNDER "FURTHER EXPLANATION OF THE FOLLOWING." |
| FORM 990, PART VI, SECTION B, LINE 15 | THE ORGANIZATION USED A COMPENSATION CONSULTING FIRM TO PREPARE A SURVEY OF COMPARABLE COMPENSATION PACKAGES IN THE INDUSTRY IN ORDER TO DETERMINE THE APPROPRIATENESS OF MANAGEMENT FEES AND SALARIES. THE REPORT WAS REVIEWED BY THE BOARD OF DIRECTORS, AND BASED UPON THE FINDINGS IN THAT REPORT THE BOARD APPROVED THE COMPENSATION. THE BOARD OF DIRECTORS RETAINED LEGAL COUNSEL TO DEVELOP A WRITTEN POLICY TO ENSURE THAT ALL COMPENSATION ARRANGEMENTS WITH RELATED PARTIES ARE EVALUATED AND ENTERED AT ARMS' LENGTH AND THAT ANY COMPENSATION THAT IS PAID TO A RELATED PARTY IS REASONABLE AND REFLECTS FAIR MARKET VALUE. THE POLICY ENCOURAGES THE APPLICATION OF THE REBUTTABLE PRESUMPTION STANDARD OF CODE SECTION 4958 AND THE RELATED TREASURY REGULATIONS BY (A) EXCLUDING ANY INTERESTED PARTY FROM THE DECISIONMAKING PROCESS; (B) REQUIRING DISINTERESTED BOARD OR COMMITTEE MEMBERS TO OBTAIN AND RELY UPON COMPARABILITY DATA WHEN SETTING THE PROPOSED COMPENSATION TERMS; (C) REQUIRING APPROVAL OF THE TRANSACTION IN ADVANCE BY DISINTERESTED DIRECTORS OR COMMITTEE MEMBERS; AND (D) REQUIRING CONTEMPORANEOUS DOCUMENTATION (I.E., MINUTES) REFLECTING THE DECISION AND THE PROCESS BY WHICH IT WAS MADE. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE FORMS ARE AVAILABLE FOR DOWNLOAD ON SCRUM ALLIANCES WEBSITE. WWW.SCRUMALLIANCE.ORG |
| FORM 990, PART XII, LINE 2C: | THERE ARE NO COMMITTEES OTHER THAN THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS ASSUMES RESPONSIBILITY FOR OVERSIGHT OF THE REVIEWED FINANCIAL STATEMENTS AND SELECTION OF AN INDEPENDENT ACCOUNTANT. THERE HAS BEEN NO CHANGE DURING THE TAX YEAR OF THE OVERSIGHT OR SELECTION PROCESS. |
| FORM 990, PART XI, LINE 8: | SCRUM HAS DETERMINED THAT STUDENT CLASS REVENUES SHOULD BE ACCOUNTED FOR AS DEFERRED REVENUE IN ORDER TO COMPLY WITH THE NEW FASB REVENUE RECOGNITION STANDARDS THAT WILL AFFECT SCRUM IN THE FIRST ANNUAL REPORTING PERIOD BEGINNING AFTER DECEMBER 15, 2018. THE EFFECT OF THE RESTATEMENT ON UNRESTRICTED NET ASSETS AS OF JANUARY 1, 2014 AND 2014 NET INCOME WAS $2,607,770 AND $1,241,888, RESPECTIVELY. |
| FURTHER EXPLANATION OF THE FOLLOWING: | FORM 990, PART VI, SECTION A, LINE 2 FORM 990, PART VI, SECTION A, LINE 4 FORM 990, PART VI, SECTION A, LINE 5 FORM 990, PART VI, SECTION B, LINE 12C FORM 990, SCHEDULE L, PARTS IV AND V TAXPAYER, SCRUM ALLIANCE, INC., A COLORADO NON-PROFIT CORPORATION (THE ORGANIZATION"), SUBMITS THE FOLLOWING STATEMENT IN RESPONSE TO QUESTIONS (IDENTIFIED BELOW BY FOOTNOTE) RAISED IN PART VI, SECTIONS A AND B, OF FORM 990. THE GOVERNING BODY OF THE ORGANIZATION CONSISTS OF ITS BOARD OF DIRECTORS (THE "BOARD"). DURING THE 2015 TAX YEAR, THERE WERE 10 BOARD MEMBERS. UNDER THE CONFLICT OF INTEREST PROVISIONS IN THE BYLAWS IN EFFECT DURING THE 2015 TAX YEAR, ANY BOARD MEMBER WHO HAD A MATERIAL INTEREST AND COULD FINANCIALLY PROFIT BY OR FROM AN ISSUE BEING DECIDED BY THE BOARD WAS REQUIRED TO DISCLOSE SUCH AN INTEREST TO THE BOARD AND WAS NOT PERMITTED TO VOTE ON QUESTIONS RELATED TO THAT ISSUE. IN ADDITION TO THE CONFLICT OF INTEREST PROVISIONS IN THE BYLAWS, EACH BOARD MEMBER SIGNED A CONFLICT OF INTEREST STATEMENT THAT STATED PERIODIC REVIEWS WOULD BE CONDUCTED TO ASSESS WHETHER COMPENSATION ARRANGEMENTS AND BENEFITS WERE REASONABLE AND WERE THE RESULT OF ARM'S-LENGTH BARGAINING. GENERALLY, THE ORGANIZATION'S MISSION IS TO PROMOTE WIDESPREAD ADOPTION AND EFFECTIVE PRACTICE OF THE ORGANIZATION'S GOAL TO TRANSFORM THE WORLD OF WORK THROUGH INCREASED EMPLOYEE ENGAGEMENT AND IMPROVE BUSINESS RESULTS. CONSISTENT WITH THE ORGANIZATION'S MISSION, IN LATE 2014, THE ORGANIZATION LAUNCHED A NEW INITIATIVE THAT BECAME KNOWN AS THE "LEARNING CONSORTIUM FOR THE CREATIVE ECONOMY" (THE "LC"). THIS NEW INITIATIVE INVOLVED THE FORMATION OF A CONSORTIUM OF COMPANIES TO EXAMINE THE MANAGEMENT IMPLICATIONS OF THE EMERGING CREATIVE ECONOMY. THE LC DEFINED THE CREATIVE ECONOMY AS A SOFTWARE ECONOMY, DRIVEN BY KNOWLEDGE WORKERS WHO ARE INCREASINGLY IN HYPERCOMPETITIVE DEMAND. FOR 2015, THE LC CONSISTED OF 11 MEMBERS. EACH MEMBER SIGNED A MEMORANDUM OF UNDERSTANDING ("MOU") WITH THE ORGANIZATION AND PAID A $7,500 MEMBERSHIP FEE TO THE ORGANIZATION. IN NOVEMBER 2015, CERTAIN LC MEMBERS (THE "ACTIVE LC MEMBERS"), WHICH WERE FOR-PROFIT ENTERPRISES THAT HAD AN OUTSTANDING CLASS OF PUBLICLY TRADED SECURITIES, ADVISED THE ORGANIZATION THAT THEY WANTED THE LC TO BECOME PART OF A NEW INDEPENDENT ORGANIZATION LED BY THEM AND A THEN-BOARD MEMBER OF THE ORGANIZATION (THE "LC INVOLVED BOARD MEMBER"). THE ACTIVE LC MEMBERS WERE BUSINESS ENTERPRISES UNRELATED TO THE ORGANIZATION AND, UNDER THE MOU, THERE WAS NO BUSINESS RELATIONSHIP BETWEEN THE ACTIVE MEMBERS AND THE ORGANIZATION. THE LC INVOLVED BOARD MEMBER EXPRESSED CONCERN IN DECEMBER 2015 THAT HE WOULD BE POTENTIALLY FACING MULTIPLE CONFLICTS OF INTEREST AND THAT HE HAD FOUR SIMULTANEOUS ROLES: (1) HIS ROLE AS LEADER OF THE LC ON BEHALF OF ITS MEMBERS; (2) HIS ROLE AS THE RESPONSIBLE DE FACTO STAFF MEMBER OF THE ORGANIZATION TASKED WITH WORKING OUT THE ARRANGEMENTS FOR THE ORGANIZATION'S PARTICIPATION IN THE LC; (3) HIS ROLE AS A MEMBER OF THE BOARD OF THE ORGANIZATION; AND (4) HIS ROLE AS AN INDEPENDENT AUTHOR AND CONSULTANT. A SUBCOMMITTEE OF THE BOARD WAS THEN FORMED TO OVERSEE THE LC (THE "LC SUBCOMMITTEE"). THE LC SUBCOMMITTEE CONSISTED OF THREE BOARD MEMBERS: (1) THE LC INVOLVED BOARD MEMBER; (2) A DISINTERESTED BOARD MEMBER; AND (3) A THEN-BOARD MEMBER (THE "VC INVOLVED BOARD MEMBER") WHO HAD A POSSIBLE BUSINESS RELATIONSHIP WITH THE LC INVOLVED BOARD MEMBER (THE POSSIBLE BUSINESS RELATIONSHIP AMONG BOARD MEMBERS IS DISCUSSED IN FURTHER DETAIL BELOW). ON JANUARY 14, 2016, THE ACTIVE LC MEMBERS AND LC INVOLVED BOARD MEMBER FORMED A NEW INDEPENDENT VIRGINIA NON-PROFIT CORPORATION NAMED THE SD LEARNING CONSORTIUM (THE "SDLC"). THE INITIAL BOARD MEMBERS OF THE SDLC CONSISTED OF THE LC INVOLVED BOARD MEMBER AND REPRESENTATIVES OF THE ACTIVE LC MEMBERS. THERE WERE SOME QUESTIONS AND CONCERNS AMONG THE BOARD AND THE STAFF OF THE ORGANIZATION REGARDING THE FORMATION OF SDLC. EVEN THOUGH THERE WERE INITIAL CONCERNS, THE BOARD ULTIMATELY VOTED TO JOIN THE SDLC AT A BOARD MEETING IN FEBRUARY 18-19 2016. IN JUNE 2016, THE BOARD AUTHORIZED THE FOLLOWING ACTIONS: (1) AN INTERNAL INVESTIGATION INTO THE EVENTS THAT TOOK PLACE IN 2015-2016 RELATED TO THE LC THAT RESULTED IN THE FORMATION OF SDLC AND THE REMOVAL OF THE LC FROM A PLACE WITHIN THE ORGANIZATION (THE "EVENTS"); (2) THE CREATION OF A SPECIAL COMMITTEE OF INDEPENDENT AND DISINTERESTED DIRECTORS TO OVERSEE AND DIRECT THE INTERNAL INVESTIGATION; AND (3) THE SUSPENSION OF ALL ACTIONS TAKEN BY THE ORGANIZATION RELATED TO THE EVENTS OR THE COMPOSITION OF THE BOARD UNTIL FURTHER NOTICE. IN JULY 2016, THE BOARD ELECTED TWO NEW INDEPENDENT AND UNAFFILIATED DIRECTORS, BOTH OF WHOM ARE WIDELY KNOWN AUTHORITIES ON CORPORATE GOVERNANCE: (I) DENNIS MCCUISTION, A PROFESSOR AND EXECUTIVE DIRECTOR OF THE INSTITUTE FOR EXCELLENCE IN CORPORATE GOVERNANCE AT THE UNIVERSITY OF TEXAS AT DALLAS, AND (II) RICHARD LEBLANC, INSTRUCTOR AT HARVARD UNIVERSITY AND AN ASSOCIATE PROFESSOR, LAW, GOVERNANCE & ETHICS AT YORK UNIVERSITY IN TORONTO, ONTARIO, CANADA, TO SERVE ON THE BOARD UNTIL THE CONCLUSION OF THE INVESTIGATION; AND APPOINTED MR. MCCUISTION, DR. LEBLANC, AND ERIC ENGELMANN, AN EXISTING BOARD MEMBER, TO SERVE ON THE SPECIAL COMMITTEE. THE ORGANIZATION'S NEW OUTSIDE COUNSEL SERVED AS LEGAL COUNSEL TO THE SPECIAL COMMITTEE. PRIOR TO ELECTING THEM TO THE BOARD, THE ORGANIZATION AGREED TO COMPENSATE MR. MCCUISTION AND DR. LEBLANC FOR THEIR SERVICES AS FOLLOWS: 1. $10,000 PER MONTH FROM JULY 2016 - AUGUST 2016 TO EACH OF MR. MCCUISTION AND DR. LEBLANC FOR DIRECTOR FEES; 2. $10,000 PER MONTH FROM JULY 2016 - AUGUST 2016 TO EACH OF MR. MCCUISTION AND DR. LEBLANC FOR SPECIAL COMMITTEE FEES; 3. $5,000 PER MONTH FROM SEPTEMBER - DECEMBER 2016 TO MR. MCCUISTION FOR DIRECTOR FEES; AND 4. $10,000 PER MONTH FROM SEPTEMBER - OCTOBER 2016 TO DR. LEBLANC FOR GOVERNANCE ENHANCEMENT COMMITTEE FEES. 5. $5,000 PER MONTH FROM NOVEMBER - DECEMBER 2016 TO DR. LEBLANC FOR DIRECTOR FEES. EFFECTIVE JULY 7, 2016, THE LC INVOLVED BOARD MEMBER AND VC INVOLVED BOARD MEMBER RESIGNED FROM THE BOARD. IN AUGUST 2016, THE SPECIAL COMMITTEE SUBMITTED ITS REPORT TO THE BOARD IN WHICH THE SPECIAL COMMITTEE FOUND THAT THERE WERE SOME POTENTIAL CONFLICTS OF INTEREST AND PROVIDED SOLUTIONS TO PREVENT SUCH CONFLICTS IN THE FUTURE. THE SPECIAL COMMITTEE FOUND THAT THE LC REPRESENTED A CORPORATE OPPORTUNITY FOR THE ORGANIZATION, BUT THE SPECIAL COMMITTEE WAS UNSURE OF ITS TRUE VALUE, IF ANY. FURTHER, THE SPECIAL COMMITTEE DID NOT FIND THAT ANY BOARD MEMBER RECEIVED ANY PERSONAL INUREMENT FROM THE LC. FURTHER, IN AN EFFORT TO IMPROVE THE GOVERNANCE OF THE ORGANIZATION, THE SPECIAL COMMITTEE SUBMITTED RECOMMENDATIONS FOR IMPROVING THE ORGANIZATION'S GOVERNANCE IN THE FORM OF AMENDMENTS TO THE ORGANIZATION'S BYLAWS, POLICIES AND PRACTICES. THE SPECIAL COMMITTEE RECOMMENDED THAT THE ORGANIZATION'S BYLAWS BE REVISED AND UPDATED, CONSISTENT WITH BEST PRACTICE. FURTHER, THE SPECIAL COMMITTEE RECOMMENDED THE BYLAWS SHOULD CLEARLY DEFINE INDEPENDENCE FOR BOARD MEMBERS IN A MANNER THAT IS CONSISTENT WITH BEST PRACTICE AND CLEARLY DETERMINE THE NUMBER OF BOARD MEMBERS WHO MUST NOT BE AFFILIATED WITH THE ORGANIZATION. IN REGARD TO THE ORGANIZATION'S POLICIES, THE SPECIAL COMMITTEE RECOMMENDED THAT BOARD MEMBERS HAVE CLEAR GUIDELINES REGARDING PARTICIPATING IN THE ORGANIZATION OPPORTUNITIES, RECEIVING GOVERNANCE EDUCATION, ESTABLISHING AND DEFINING ROLES OF DIFFERENT SUB-COMMITTEES AND EXECUTING REVISED AND MORE DEFINED CODE OF CONDUCT AND CONFLICT OF INTEREST POLICIES. IN ADDITION, THE SPECIAL COMMITTEE RECOMMENDED CHANGES TO THE POLICIES INVOLVING BOARD MEMBER EXPENSE REIMBURSEMENTS AND THE CEO COMPENSATION REVIEW PROCEDURES. FINALLY, THE SPECIAL COMMITTEE PROVIDED SOME RECOMMENDATIONS REGARDING THE ORGANIZATION'S PRACTICES, INCLUDING THAT THE GUIDELINES AND POSITION DESCRIPTIONS OF THE BOARD AND CEO SHOULD BE STATED ON THE ORGANIZATION'S WEBSITE TO PROVIDE MORE TRANSPARENCY TO ITS MEMBERS. |
| AFTER REVIEW AND DISCUSSION OF THE SPECIAL COMMITTEE REPORT, THE BOARD | ACCEPTED THE REPORT DURING A BOARD MEETING ON AUGUST 18-19, 2016. SHORTLY THEREAFTER, MR. MCCUISTION CONTACTED A REPRESENTATIVE OF SDLC REGARDING HIS ATTENDANCE AT AN UPCOMING SDLC MEMBER MEETING. THE SDLC REPRESENTATIVE RESPONDED THAT MR. MCCUISTION WAS NOT INVITED TO THE SDLC MEMBER MEETING BECAUSE MR. MCCUISTION HAD NOT ATTENDED ANY SDLC SITE VISITS. DUE TO THE RESISTANCE BY SDLC, THE ORGANIZATION WITHDREW FROM THE SDLC AND REQUESTED A FULL REFUND OF ITS 2016 MEMBERSHIP DUES. THE ORGANIZATION AND SDLC ARE STILL NEGOTIATING THE TERMS OF THE WITHDRAWAL. A. SIGNIFICANT CHANGES TO GOVERNING DOCUMENTS. THE BOARD ADOPTED AN AMENDMENT TO THE BYLAWS CREATING A NOMINATING AND GOVERNANCE COMMITTEE. B. COMPENSATION POLICY. THE ORGANIZATION ENGAGED AN INDEPENDENT COMPENSATION CONSULTING FIRM TO PREPARE A SURVEY OF COMPARABLE COMPENSATION PACKAGES IN ORDER TO DETERMINE THE APPROPRIATENESS OF MANAGEMENT FEES AND SALARIES. THE REPORT WAS REVIEWED BY THE BOARD, AND BASED UPON THE FINDINGS IN THAT REPORT, THE BOARD APPROVED THE COMPENSATION. THE BOARD INSTRUCTED ITS NEW OUTSIDE LEGAL COUNSEL TO DEVELOP A WRITTEN POLICY TO ENSURE THAT ALL COMPENSATION ARRANGEMENTS WITH RELATED PARTIES ARE EVALUATED AND ENTERED AT ARM'S LENGTH AND THAT ANY COMPENSATION THAT IS PAID TO A RELATED PARTY IS REASONABLE AND REFLECTS FAIR MARKET VALUE. C. BUSINESS RELATIONSHIP BETWEEN BOARD MEMBERS. AS STATED ABOVE, THE BOARD CONSIDERED, BUT DID NOT APPROVE, A POSSIBLE BUSINESS RELATIONSHIP INVOLVING BOARD MEMBERS. THE VC INVOLVED BOARD MEMBER IS A MANAGING PARTNER OF A VENTURE CAPITAL FIRM (THE "VC FIRM") AND IS A FORMER MEMBER OF THE ORGANIZATION'S COMPENSATION COMMITTEE. TWO OTHER BOARD MEMBERS (THE LC INVOLVED BOARD MEMBER AND ONE CURRENT BOARD MEMBER) IDENTIFIED THEMSELVES AS "IMPACT PARTNERS" OF THE VC FIRM (I.E., INDIVIDUALS WHO ACT AS CONSULTANTS TO THE VC FIRM, BUT DO NOT RECEIVE ECONOMIC BENEFITS FROM THE VC FIRM). IN THE SUMMER OF 2015, THE VC INVOLVED BOARD MEMBER INTRODUCED AN INVESTMENT PROPOSAL TO THE ORGANIZATION THAT WOULD HAVE RESULTED IN THE ORGANIZATION INVESTING $3 MILLION IN THE VC FUND. THE EXECUTIVE COMMITTEE OF THE ORGANIZATION RECOMMENDED THAT THE ORGANIZATION REJECT THE INVESTMENT PROPOSAL FOR SEVERAL REASONS, INCLUDING THE INHERENT CONFLICT OF INTEREST. IN THE SPRING OF 2016, THE INVOLVED VC BOARD MEMBER REVISED THE VC FIRM'S INVESTMENT PROPOSAL FOR THE BOARD TO REVIEW DURING ITS MAY 2016 MEETING. THE ORGANIZATION'S EXTERNAL ACCOUNTANT REVIEWED THE INVESTMENT PROPOSAL AND ADVISED THAT, GIVEN THE NATURE OF THE INVESTMENT ITSELF AND THE RELATED PARTY INVOLVED, THE INVESTMENT SHOULD BE CLOSELY SCRUTINIZED BY THE BOARD ALONG WITH CAREFUL DOCUMENTATION OF THE BOARD'S EVALUATION PROCESS. THE ORGANIZATION DETERMINED THAT THERE WERE SIGNIFICANT CONFLICT OF INTEREST ISSUES WITH THE PROPOSED INVESTMENT AND DECIDED NOT TO UNDERTAKE THE INVESTMENT. END OF FURTHER EXPLANATION OF THE FOLLOWING: FORM 990, PART VI, SECTION A, LINE 2 FORM 990, PART VI, SECTION A, LINE 4 FORM 990, PART VI, SECTION A, LINE 5 FORM 990, PART VI, SECTION B, LINE 12C FORM 990, SCHEDULE L, PARTS IV AND V |
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