Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 above (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
|
Total |
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Calendar year (or fiscal year beginning in) ![]() |
(a) 2016 | (b) 2017 | (c) 2018 | (d) 2019 | (e) 2020 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | 4,189,127 | 2,300,014 | 2,161,714 | 3,141,510 | 7,279,325 | 19,071,690 |
| 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 | 4,189,127 | 2,300,014 | 2,161,714 | 3,141,510 | 7,279,325 | 19,071,690 |
| 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 | Public support. Subtract line 5 from line 4. | 19,071,690 | |||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2016 | (b) 2017 | (c) 2018 | (d) 2019 | (e) 2020 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | 4,189,127 | 2,300,014 | 2,161,714 | 3,141,510 | 7,279,325 | 19,071,690 |
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | 1,335,285 | 1,103,778 | 1,485,559 | 1,525,580 | 1,209,108 | 6,659,310 |
| 9 | Net income from unrelated business activities, whether or not the business is regularly carried on.. | ||||||
| 10 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.).. | 25,487 | 89,847 | 103,799 | 149,400 | 131,368 | 499,901 |
| 11 | Total support. Add lines 7 through 10 | 26,688,560 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2016 | (b) 2017 | (c) 2018 | (d) 2019 | (e) 2020 | (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.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2016 | (b) 2017 | (c) 2018 | (d) 2019 | (e) 2020 | (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 VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
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| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 0.015 of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by 0.035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | 1 | |
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
2 | |
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | 3 | |
| 4 Amounts paid to acquire exempt-use assets | 4 | |
| 5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI) | 5 | |
| 6 Other distributions (describe in Part VI). See instructions | 6 | |
| 7Total annual distributions. Add lines 1 through 6. | 7 | |
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
8 | |
| 9 Distributable amount for 2020 from Section C, line 6 | 9 | |
| 10 Line 8 amount divided by Line 9 amount | 10 | |
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2020 |
(iii) Distributable Amount for 2020 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2020 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2019 (reasonable cause required-- explain in Part VI). See instructions. |
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| 3 Excess distributions carryover, if any, to 2020: | ||||
| a From 2015....... | ||||
| b From 2016....... | ||||
| c From 2017....... | ||||
| d From 2018....... | ||||
| e From 2019....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2020 distributable amount | ||||
|
i
Carryover from 2015 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2020 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2020 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2020, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
6
Remaining underdistributions for 2020. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
7 Excess distributions carryover to 2021. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2016..... | ||||
| b Excess from 2017..... | ||||
| c Excess from 2018..... | ||||
| d Excess from 2019..... | ||||
| e Excess from 2020..... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
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| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 2 | THERE ARE A FEW INSTANCES, AS EXPLAINED BELOW, IN WHICH ONE OF THE FOUNDATION'S BOARD OF TRUSTEES HAS A BUSINESS OR FAMILY RELATIONSHIP WITH ANOTHER OF THE FOUNDATION'S TRUSTEES. GIVEN THE FACT THAT THE FOUNDATION'S BOARD CONSISTS OF 29 VOTING TRUSTEES (INCLUDING THE PRESIDENT), NO TWO OR THREE TRUSTEES TOGETHER COULD CONTROL NOR PLACE UNDUE INFLUENCE ON ANY BUSINESS OR ACTIVITIES CONDUCTED BY THE FOUNDATION'S BOARD. EVEN WITH A PERIODIC VACANCY ON THE BOARD THAT MAY ARISE, THE RESULTING IMPACT IS IMMATERIALLY CHANGED. ONE OF THE COMMUNITY FOUNDATION'S STRENGTHS IS THAT OUR GOVERNANCE IS STRUCTURED TO ENGAGE KEY COMMUNITY LEADERS FROM ALL BUSINESS ASPECTS AND GEOGRAPHIC AREAS OF THE COUNTY. GIVEN THIS APPROACH AND THE FACT THAT OUR BOARD IS FAIRLY LARGE IN COMPARISON (AT 29 VOTING MEMBERS), THERE INEVITABLY WILL BE SOME SITUATIONS WHERE A RELATIONSHIP MAY ARISE. IN EACH OF THESE INSTANCES, HOWEVER, THE FOUNDATION HAS TAKEN MEASURES TO MAINTAIN TRANSPARENCY, KEEP ANY TRANSACTION AT ARMS-LENGTH, AND ENFORCE ITS CONFLICT OF INTEREST POLICY. ANNUALLY, ALL BOARD MEMBERS COMPLETE A DISCLOSURE OF POTENTIAL CONFLICTS OF INTEREST, INCLUDING SERVICE ON OTHER BOARDS, FAMILY, WHICH IS SUMMARIZED IN BOARD BOOKS AND ARE DISCLOSED VERBALLY AND IN MEETING MINUTES WHEN CONFLICTS OF INTEREST ARISE. IN THEIR RESPECTIVE BUSINESSES, BOARD MEMBERS MAY HAVE BUSINESS RELATIONSHIPS WITH OTHER BOARD MEMBERS WHETHER IT IS THROUGH A FINANCIAL INSTITUTION, LAW FIRM, ACCOUNTING FIRM ETC; HOWEVER, THE COMMUNITY FOUNDATION AND ITS SUPPORTING ORGANIZATIONS HAVE HAD NO INVOLVEMENT OTHERWISE WITH THE RESPECTIVE TO THOSE POTENTIAL RELATIONSHIPS. FOLLOWING IS A SUMMARY OF THE BUSINESS AND/OR FAMILY RELATIONSHIPS THAT EXISTED IN 2020: 1. THE FOUNDATION MAINTAINS DEPOSIT ACCOUNTS AT ALL AREA FINANCIAL INSTITUTIONS IN AN EFFORT TO DEMONSTRATE IMPARTIALITY AS WELL AS TO MAXIMIZE FDIC INSURANCE COVERAGE ON FUNDS HELD. TWO TRUSTEES, WILL OLDFORD AND STEVE SCHWEIHOFER BEGAN WORKING TOGETHER IN 2020 AT EASTERN MICHIGAN BANK AND TRUSTEES TIM WARD AND DONNA NIESTER ALSO SERVE ON EASTERN MICHIGAN BANK'S BOARD. ANOTHER TRUSTEE, ROY KLECHA IS THE RETIRED PRESIDENT OF NORTHSTAR BANK WHO STILL SERVES ON ITS BOARD. THESE DEPOSIT ACCOUNTS MEET THE SAME REQUIREMENTS / CRITERIA OF ACCOUNTS OFFERED TO NON-PROFIT ORGANIZATIONS IN THE GENERAL PUBLIC. NONE OF THESE INDIVIDUALS ARE DIRECTLY INVOLVED WITH OUR DEPOSIT BANKING RELATIONSHIPS OR SERVE IN AN OFFICER CAPACITY FOR THE FOUNDATION, AND NONE ARE AUTHORIZED SIGNERS ON THOSE ACCOUNTS OR COULD NOT OTHERWISE CONDUCT ACTIVITY FOR THOSE ACCOUNTS. SIMILARLY, IN THEIR BANKING ROLES, EACH MAY HAVE BANKING RELATIONSHIPS WITH OTHER TRUSTEES/BANKS; HOWEVER, THE COMMUNITY FOUNDATION HAS HAD NO INVOLVEMENT OTHERWISE WITH THE RESPECTIVE BUSINESSES TO WHICH THE TRUSTEES HAVE RELATIONSHIPS. 2. TWO LOCAL ATTORNEYS SERVED AS TRUSTEES ON THE FOUNDATION'S BOARD IN 2020, CHARLES KELLY AND JANAL MOSSETT, BOTH OF WHOM ARE PARTNERS AT KELLY LAW FIRM. ALTHOUGH THE FOUNDATION WOULD TYPICALLY ENGAGE THE SERVICES OF INDEPENDENT ATTORNEYS WHEN NECESSARY, IN THE CAPACITY OF TRUSTEE, THESE TWO DO SERVE ON THE FOUNDATION'S LEGAL ADVISORY COMMITTEE GIVEN THEIR EXPERTISE AND KNOWLEDGE, AND FROM TIME TO TIME MAY PROVIDE LEGAL COUNSEL ON GENERAL MATTERS SHOULD SUCH MATTERS ARISE. 3. TRUSTEE JIM CHARRON IS A FINANCIAL ADVISOR WITH OPPENHEIMER & CO., INC. WHO HAD A LONG-STANDING CLIENT RELATIONSHIP WITH THE KNOWLTON FOUNDATION AND ITS FOUNDING FAMILY. IN 2020, THE KNOWLTON FOUNDATION MOVED FORWARD WITH ITS SUCCESSION AND DISSOLUTION PLANS, TRANSFERRING ALL ITS ASSETS TO OUR COMMUNITY FOUNDATION IN 2020. PURSUANT TO TERMS OUTLINED IN AN INVESTMENT POLICY ADDENDUM, THE FINANCE & INVESTMENT COMMITTEE REVIEWED AND APPROVED THE DONOR'S RECOMMENDATION TO RETAIN THE ENDOWED ASSETS IN A SEPARATE INVESTMENT POOL MANAGED BY JIM CHARRON AND RYAN CHARRON (HIS SON) AT OPPENHEIMER. THIS DONOR POOL'S PERFORMANCE AND COMPLIANCE TO OUR INVESTMENT POLICY IS REVIEWED QUARTERLY BY OUR INVESTMENT ADVISOR AND FINANCE & INVESTMENT COMMITTEE. JIM CHARRON CONTINUES TO SERVE ON THE FINANCE & INVESTMENT COMMITTEE, AND AS ONE MEMBER OF A LARGE COMMITTEE, HE IS UNABLE TO IMPACT DECISIONS. THAT SAID, JIM'S POTENTIAL CONFLICT IS KNOWN AND AS OUTLINED BY THE FOUNDATION'S CONFLICT OF INTEREST POLICY, THE FULL COMMITTEE, ALONG WITH STAFF, SHALL CONTINUE TO HAVE OPEN DISCUSSIONS ON ALL MATTERS RELATIVE TO THIS DONOR POOL. AS DEEMED APPROPRIATE, JIM CHARRON MAY BE ASKED TO LEAVE THE ROOM DURING DISCUSSION AND VOTING, OR THE INTERESTED PARTY MAY REMAIN IN THE MEETING AND PART OF DISCUSSION YET ABSTAIN FROM VOTING ON ANY MOTION. SUCH ACTIONS WOULD BE DOCUMENTED IN THE RESPECTIVE MEETING MINUTES. 4. ANOTHER TRUSTEE, CLIFFORD S. THOMASON, SERVES AS EXECUTIVE DIRECTOR OF THE ATHLETIC FACTORY, WHICH IS A PAST, CURRENT AND LIKELY FUTURE GRANTEE GIVEN ITS SERVICES CLOSELY ALIGN WITH OUR CHARITABLE MISSION. ADDITIONALLY, OTHER TRUSTEES MAY SERVE ON THE BOARDS OF OTHER NON-PROFITS/CHARITABLE INSTITUTIONS WE SUPPORT, WHICH ALSO MAY HAVE RECEIVED GRANTS IN THE PAST, IN 2020 OR WILL DO SO IN THE FUTURE. IN ALL OF THESE INSTANCES, NONE OF THESE TRUSTEES HAVE THE ABILITY TO AUTHORIZE OR INFLUENCE TRANSACTION PROCESSING OR THE DECISION-MAKING FOR GRANTS GIVEN THE APPLICATIONS WERE INDEPENDENTLY REVIEWED, RECOMMENDED AND APPROVED BY BOARD-APPROVED GRANTING COMMITTEES OUTSIDE OF THESE TRUSTEES PURSUANT TO THE BOARD GRANTING AUTHORITY DELEGATION. FURTHERMORE, ALL BOARD MEMBERS, STAFF AND COMMITTEE MEMBERS COMPLETE A WRITTEN DISCLOSURE OF POTENTIAL CONFLICTS THEY OR MEMBERS OF THEIR RESPECTIVE FAMILIES HAVE THROUGH SERVICE ON BOARDS OF OTHER COMMUNITY ORGANIZATIONS FOR WHICH THE FOUNDATION MAY HAVE INVOLVEMENT FROM TIME TO TIME (I.E. GRANTS), FAMILY RELATIONSHIPS, BUSINESS RELATIONSHIPS AND FINANCIAL INTERESTS. UNDER OUR CONFLICT OF INTEREST POLICY, THESE POTENTIAL CONFLICTS ARE ALSO VERBALLY DISCLOSED AT MEETINGS, AND WHERE DECISION-MAKING IS INVOLVED AND CONFLICTS EXIST, THE RESPECTIVE TRUSTEE/COMMITTEE MEMBER WOULD ABSTAIN FROM VOTING, WHICH WOULD BE DOCUMENTED IN RELATED MEETING MINUTES. OUR ORGANIZATION'S GOVERNANCE STRUCTURE PROVIDES THAT NO ONE TRUSTEE (OR EVEN A HANDFUL OF TRUSTEES TOGETHER) COULD CONTROL OR SIGNIFICANTLY IMPACT BOARD ACTION AND THE FOUNDATION'S OPERATIONS. 5. AS THE LARGEST COMMUNITY-BASED CHARITABLE ORGANIZATION IN OUR REGION, OUR FOUNDATION IS THE RECIPIENT OF VARIOUS GIFTS FROM THE TRUSTEES OR THE ORGANIZATIONS WITH WHICH THEY ARE INVOLVED. IN FACT, INCLUDED IN OUR 'JOB DESCRIPTION' FOR FOUNDATION BOARD MEMBERS IS AN EXPECTATION OF GIVING. EACH GIFT IS IRREVOCABLE AND IS HANDLED IN THE SAME MANNER AS EVERY OTHER CHARITABLE GIFT RECEIVED. 6. TRUSTEES RASHA DEMASHKIEH AND DR. RANDA JUNDI-SAMMAN HAVE FAMILY RELATIONSHIPS: RASHA AND RANDA ARE SISTER-IN-LAWS. FOR THE REASONS OUTLINED IN THE INITIAL PARAGRAPHS OF THIS NARRATIVE, SIMILAR TO BUSINESS RELATIONSHIPS, THE FOUNDATION'S GOVERNANCE STRUCTURE, AND POLICIES AND PRACTICES ARE SUCH THAT NO SINGLE OR TWO OR THREE TRUSTEES TOGETHER COULD SIGNIFICANTLY INFLUENCE BOARD ACTION AND FOUNDATION OPERATIONS. 7. SEVERAL TRUSTEES HAVE WORKING RELATIONSHIPS WITH ANOTHER AS REFERENCED IN PREVIOUS PARAGRAPHS, TRUSTEES WILLIAM "WILL" OLDFORD, STEVE SCHWEIHOFER, DONNA NIESTER AND TIM WARD HAVE A BUSINESS RELATIONSHIP THROUGH EASTERN MICHIGAN BANK, AND BOTH CHARLES KELLY AND JANAL MOSSETT ARE PARTNERS AT KELLY LAW FIRM. ADDITIONALLY, TRUSTEES MICHAEL CANSFIELD AND HALE WALKER BOTH WORK AT MIMUTUAL MORTGAGE, A LOCAL MORTGAGE LENDER WITH ITS OFFICE ADJACENT TO THE FOUNDATION'S OFFICES AND FOR WHOM WE JOINTLY OWN THE COURTYARD PROPERTY IN THE FRONT OF OUR BUILDINGS. BEYOND THAT SHARED PROPERTY INTEREST, THE FOUNDATION'S POTENTIAL BUSINESS RELATIONSHIPS WITH MIMUTUAL MORTGAGE WOULD BE LIMITED TO THE FOUNDATION BEING THE RECIPIENT FOR CHARITABLE GIFTS, WHICH WOULD BE HANDLED SIMILARLY TO THOSE GIFTS FROM ANY OTHER DONORS (SEE NOTES ON TRUSTEE GIVING EXPECTATIONS ABOVE). THREE OTHER TRUSTEES WORK FOR THE COUNTY OF ST. CLAIR: MICHAEL WENDLING AS PROSECUTING ATTORNEY, MICHAEL HULEWICZ AS A DISTRICT COURT JUDGE, AND JOHN TOMLINSON AS PROBATE JUDGE. IT SHOULD BE NOTED THAT THE FOUNDATION CONTRACTS WITH THE COUNTY OF ST. CLAIR TO MANAGE THE DAY-TO-DAY OPERATIONS OF OUR BLUE WATER RIVER WALK PROPERTY HELD IN OUR SUPPORTING ORGANIZATION, BLUE WATER LAND FUND AS EMPLOYEES OF THE COUNTY'S COURT SYSTEM, THESE THREE INDIVIDUALS WERE NOT INVOLVED WITH THAT TRANSACTION OR THOSE RESPONSIBILITIES. IN ALL OF THESE WORKING RELATIONSHIPS, EACH RESPECTIVE TRUSTEE WAS INDEPENDENTLY APPOINTED TO THE BOARD BASED UPON HIS/HER RESPECTIVE SKILL SETS, EXPERIENCE, COMMUNITY INVOLVEMENT AND OTHER FACTORS AND THEIR ROLE AT THE FOUNDATION IS NOT IMPACTED BY THEIR WORKING RELATIONSHIPS. THE FOUNDATION'S GOVERNANCE STRUCTURE, AND POLICIES AND PRACTICES ARE SUCH THAT NO TWO OR THREE TRUSTEES TOGETHER COULD SIGNIFICANTLY INFLUENCE BOARD ACTION AND FOUNDATION OPERATIONS. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE COMMUNITY FOUNDATION OF ST. CLAIR COUNTY'S BOARD OF TRUSTEES MEET THE LAST TUESDAY OF EACH CALENDAR QUARTER AT A MINIMUM. THE BUSINESS AGENDA OF THESE BOARD MEETINGS INCLUDE A REVIEW OF INTERNAL FINANCIAL STATEMENTS AND INVESTMENT REPORTS THAT HAVE BEEN REVIEWED AND ACCEPTED BY ITS FINANCE & INVESTMENT COMMITTEE AT ONE OF THEIR MONTHLY MEETINGS. ANNUALLY AT THE RECOMMENDATION OF ITS AUDIT COMMITTEE, THE BOARD OF TRUSTEES ENGAGE THE SERVICES OF AN INDEPENDENT AUDITING FIRM TO PERFORM AN AUDIT OF ITS FINANCIAL RECORDS AND ISSUE AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE CALENDAR YEAR. ADDITIONALLY, AS PART OF THE ENGAGEMENT, THE AUDITING FIRM IS HIRED TO DRAFT THE ANNUAL FORM 990 FOR BOTH THE COMMUNITY FOUNDATION OF ST. CLAIR COUNTY AND ITS SUPPORTING ORGANIZATIONS, THE COMMUNITY RENAISSANCE FUND AND THE BLUE WATER LAND FUND; HOWEVER, COMMUNITY FOUNDATION STAFF ARE SIGNIFICANTLY INVOLVED IN THIS PROCESS. MEMBERSHIP ON BOTH THE AUDIT COMMITTEE AND THE FINANCE AND INVESTMENT COMMITTEE INCLUDE A NUMBER OF BOARD TRUSTEES AS WELL AS OTHER COMMUNITY MEMBERS WITH FINANCIAL OR AUDIT EXPERIENCE. ASIDE FROM MEETING WITH FOUNDATION MANAGEMENT, THE INDEPENDENT AUDITORS MEET JOINTLY WITH BOTH THE FOUNDATION'S AUDIT COMMITTEE AND THE FOUNDATION'S FINANCE & INVESTMENT COMMITTEE TO PRESENT THE AUDITED FINANCIAL STATEMENTS AND REVIEW THE RESULTS OF ITS ANNUAL AUDIT. SUBSEQUENTLY, THE CONSOLIDATED AUDIT REPORT IS PRESENTED TO AND REVIEWED BY THE FOUNDATION'S BOARD OF TRUSTEES AT ITS JUNE BOARD MEETING. DUE TO THE TIMING ASSOCIATED WITH THE AFOREMENTIONED LEVELS OF REVIEW OVER THE AUDIT REPORT, AN AUTOMATIC EXTENSION FOR FILING OF THE FORM 990 (FROM THE INITIAL MAY 15TH DEADLINE) IS TYPICALLY REQUIRED. AFTER THE FINAL CONSOLIDATED FINANCIAL STATEMENTS HAVE BEEN ISSUED, THE FORM 990S FOR THE COMMUNITY FOUNDATION AND ITS TWO "CONTROLLED" SUPPORTING ORGANIZATIONS ARE DRAFTED BY THE INDEPENDENT AUDIT FIRM AND ITS TAX MANAGER, WITH THE DIRECT ASSISTANCE OF THE FOUNDATION'S DIRECTOR OF FINANCE. THE FINAL DRAFT OF THE FORM 990S ARE REVIEWED BY THE FOUNDATION'S DIRECTOR OF FINANCE AND THEN SIGNED BY THE FOUNDATION'S PRESIDENT AND CEO BEFORE FILING AND AFTER THE BOARD'S ACCEPTANCE. THE FORM 990S (FOR THE COMMUNITY FOUNDATION AND ITS SUPPORTED ORGANIZATIONS) ARE DISTRIBUTED TO THE RESPECTIVE BOARD OF TRUSTEES FOR THEIR REVIEWS PRIOR TO FILING. FOR THE SAKE OF TRANSPARENCY AND TIME-RELEVANCE, IT IS THE GOAL OF FOUNDATION MANAGEMENT TO FILE THE FORM 990S AS QUICKLY AS POSSIBLE. IF A FORMAL REVIEW AT A SCHEDULED BOARD OF TRUSTEE MEETING IS FEASIBLE WITHIN THE TIMEFRAME, FOUNDATION MANAGEMENT WILL DO SO, AND THE MEETING MINUTES WILL REFLECT THEIR FORMAL REVIEW. IF SUCH A FORMAL REVIEW WILL DELAY THE FILING UNNECESSARILY, FOUNDATION MANAGEMENT WILL DISTRIBUTE ELECTRONICALLY (OR IN HARD COPY) A COPY OF THE DRAFTED FORM 990S FOR BOARD TRUSTEES' REVIEWS. AN EXPLANATORY COVER LETTER WILL ACCOMPANY THESE FORM 990S WITH REVIEW NOTES THAT 'WALK' TRUSTEES THROUGH THE DOCUMENT AND CORRELATE THE RETURN BACK TO THE AUDITED FINANCIAL STATEMENTS. THIS COVER INCLUDES A REQUEST THAT TRUSTEES CONTACT THE DIRECTOR OF FINANCE WITH ANY QUESTIONS AND/OR TO SCHEDULE INDIVIDUAL REVIEWS AS DEEMED NECESSARY. EACH BOARD TRUSTEE IS REQUESTED TO DOCUMENT THEIR ACCEPTANCE OF THE FORM 990S FORMALLY VIA A REPLY TO THE ELECTRONIC DISTRIBUTION, OR HARD COPY DISTRIBUTION. EVIDENCE OF BOARD OF TRUSTEE REVIEW AND APPROVAL WILL BE RETAINED IN THE FORM 990 FILES. UPON APPROVAL OF THE BOARD OF TRUSTEES, THE FORM 990S WILL BE FILED. ELECTRONIC FILE VERSIONS OF THE FORM 990S ARE THEN MADE AVAILABLE ON THE FOUNDATION'S WEBSITE (WWW.STCLAIRFOUNDATION.ORG), UPLOADED TO GUIDESTAR.ORG (A RESOURCE RELATIVE TO NON-PROFIT ORGANIZATIONS), AND ARE ALSO AVAILABLE UPON REQUEST OR IN PERSON. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE COMMUNITY FOUNDATION OF ST. CLAIR COUNTY AND ITS SUPPORTING ORGANIZATIONS HAVE A BOARD-APPROVED CONFLICT OF INTEREST POLICY THAT IS CONSISTENT WITH SUCH POLICIES OF THE COUNCIL ON FOUNDATIONS AND THE COUNCIL OF MICHIGAN FOUNDATIONS. ALL BOARD TRUSTEES, INCLUDING FOUNDATION OFFICERS, COMMITTEE MEMBERS AND STAFF MEMBERS MUST REVIEW THE POLICY ANNUALLY AND SIGN A STATEMENT WHICH AFFIRMS THAT THEY: A. HAVE RECEIVED A COPY OF THE CONFLICT OF INTEREST POLICY; B. HAVE READ AND UNDERSTAND THE POLICY AS WELL AS THE NEED TO COMPLY WITH THE POLICY (GIVEN THAT THE COMMUNITY FOUNDATION MISSION 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). C. HAVE LISTED ALL AREAS OF POTENTIAL CONFLICTS OF INTEREST THAT EXIST AS OF THE DATE THEY ARE COMPLETING THE DISCLOSURE FORM, INCLUDING SERVICE ON OTHER NON-PROFIT BOARDS, FINANCIAL INTERESTS, AND FAMILY OR BUSINESS RELATIONSHIPS; AND D. HAVE AGREED TO DISCLOSE OTHERS AS THEY MAY ARISE THROUGH THE YEAR, AND WHEN THE POTENTIAL FOR CONFLICT ARISES, AGREE TO VERBALLY DISCLOSE SUCH AREAS OF POTENTIAL CONFLICT AT ALL COMMITTEE / BOARD MEETINGS. IN 2011, THE FOUNDATION ESTABLISHED ADDITIONAL CONFLICT OF INTEREST POLICY AND DISCLOSURE CRITERIA FOR THE POSITION OF BOARD CHAIRMAN. THIS CRITERIA IS AN APPENDIX TO THE EXISTING POLICY. FOUNDATION MANAGEMENT REVIEWS THESE CONFLICT OF INTEREST DISCLOSURES UPON RECEIPT, SUMMARIZES FOR THE BOARD AND INCLUDES IN BOARD BOOKS. THE DISCLOSURE FORMS ARE MAINTAINED ON FILE. IN CONDUCTING BOARD OR COMMITTEE BUSINESS, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF ANY ACTUAL OR POSSIBLE CONFLICT, AND BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE BOARD AND/OR COMMITTEE. AFTER DISCLOSURE, THE CHAIR OF THE BOARD OR COMMITTEE, ALONG WITH STAFF, SHALL HAVE AN OPEN DISCUSSION AS TO THE MATERIAL NATURE OF THE POSSIBLE CONFLICT. AS DEEMED APPROPRIATE, THE INTERESTED PERSON MAY BE ASKED TO LEAVE THE ROOM DURING DISCUSSION AND VOTING, OR THE INTERESTED PARTY MAY REMAIN IN THE MEETING AND PART OF DISCUSSION YET ABSTAIN FROM VOTING ON ANY MOTION. THE CHAIRPERSON OF THE BOARD OR COMMITTEE MAY, IF APPROPRIATE, ASK STAFF AND/OR OTHER VOLUNTEERS TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT SO THAT THE CONFLICT MAY BE AVOIDED. IF THE BOARD OR COMMITTEE HAS REASONABLE CAUSE TO BELIEVE THAT 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. AFTER HEARING THE MEMBER'S RESPONSE AND AFTER MAKING FURTHER INVESTIGATION AS WARRANTED BY THE CIRCUMSTANCES, THE BOARD OR COMMITTEE SHALL DETERMINE THE BEST COURSE OF ACTION TO AVOID ANY REAL OR PERCEIVED CONFLICT. SUCH ACTION MAY INCLUDE REVOKING OR CHANGING ANY PREVIOUS DECISION OR ACTION TAKEN PRIOR TO LEARNING OF THE CONFLICT. THE MINUTES OF THE BOARD AND COMMITTEES SHALL CONTAIN THE NAMES OF MEMBERS AND STAFF PRESENT AT THE MEETING, THE NAMES OF MEMBERS WHO HAVE A POSSIBLE CONFLICT OF INTEREST WITH THE ASSOCIATED GROUP, ORGANIZATION, BUSINESS OR TRANSACTION FOR WHICH THE CONFLICT MAY EXIST, AND DOCUMENTATION AS TO WHAT ACTION WAS TAKEN IN REGARDS TO THE CONFLICT. |
| FORM 990, PART VI, SECTION B, LINE 15 | ANNUALLY, AN EXECUTIVE COMPENSATION COMMITTEE, RECOMMENDED BY THE GOVERNANCE COMMITTEE AND APPROVED BY THE BOARD, WILL SEEK INPUT FROM THE BOARD OF TRUSTEES ON THE FOUNDATION'S PRESIDENT/CEO CURRENT YEAR PERFORMANCE AND THEN INITIATE AN ANNUAL REVIEW OF HIS/HER WAGE AND BENEFIT PACKAGE, INCLUDING DETERMINATION OF A PERFORMANCE AWARD (BONUS) TO BE PAID IN JANUARY. ON JANUARY 1, 2021, THE FOUNDATION'S PRESIDENT/CEO BECAME FULLY VESTED IN THE FINAL CLASS YEAR'S DEFERRED COMPENSATION BENEFITS UNDER THE PREVIOUS TOP HAT PLAN, AND THE FUNDS WERE DISTRIBUTED ON JANUARY 26, 2021. IT IS THE BOARD OF TRUSTEE'S CURRENT PREMISE THAT THE PRESIDENT/CEO'S ACCOMPLISHMENTS BASED UPON INPUT FROM THE BOARD, DONORS AND COMMUNITY PARTNERS SINCE HIS 2002 HIRING IS IN THE TOP 10-20% OF ALL FOUNDATION CEOS IN MICHIGAN. FURTHERMORE, IT IS AGREED THAT THE MARKET FOR THE SERVICES OF FOUNDATION CEOS IS NOT RESTRICTED TO THIS LOCAL REGION OR EVEN MICHIGAN BUT RATHER WOULD EXTEND NATIONALLY INTO THE MIDWEST'S EAST NORTH CENTRAL REGION. IT IS THE BOARD'S CURRENT PREMISE THAT THE PRESIDENT/CEO'S WAGE AND BENEFIT PACKAGE SHOULD BE COMMENSURATE WITH HIS PERFORMANCE AT THE 75TH+ PERCENTILE OF FOUNDATION CEOS IN THIS BROADER REGION. IN ITS REVIEW, THIS EXECUTIVE COMPENSATION COMMITTEE WILL UTILIZE COMPENSATION DATA FROM THE ANNUAL COUNCIL ON FOUNDATIONS' GRANTMAKERS SALARY AND BENEFITS REPORT FOR FOUNDATIONS WITH ASSETS BETWEEN $50 -$99.9 MILLION IN THE MIDWEST'S EAST NORTH CENTRAL REGION. FROM TIME TO TIME, THE EXECUTIVE COMPENSATION COMMITTEE MAY ALSO REVIEW COMPENSATION DATA FROM THE CHRONICLE OF PHILANTHROPY. THE EXECUTIVE COMPENSATION COMMITTEE'S REVIEW OF THE PRESIDENT/CEO'S WAGE AND BENEFITS PACKAGE WILL TAKE PLACE EACH FALL AFTER THE COUNCIL ON FOUNDATION'S RELEASE OF ITS CURRENT YEAR SALARIES AND BENEFITS REPORT, AT WHICH TIME THEY WILL DEVELOP A RECOMMENDATION LEADING UP TO THE BOARD'S DECEMBER MEETING. THE EXECUTIVE COMPENSATION COMMITTEE'S RECOMMENDATIONS ADDRESS HIS BASE SALARY AND BENEFIT PACKAGE IN AGGREGATE BASED UPON HIS WORK FOR THE COMMUNITY FOUNDATION AND ITS SUPPORTING ORGANIZATIONS, THE COMMUNITY RENAISSANCE FUND AND BLUE WATER LAND FUND, INC. HIS AGGREGATE COMPENSATION AND BENEFITS ARE CURRENTLY RECORDED IN FULL WITHIN THE COMMUNITY FOUNDATION OF ST. CLAIR COUNTY'S FINANCIAL STATEMENTS AND THE FORM 990S FOR EACH OF THESE RESPECTIVE ORGANIZATIONS DISCLOSE THAT COMPENSATION AND BENEFITS PACKAGE AND THE ENTITY RELATIONSHIPS. AT EACH DECEMBER BOARD MEETING, THE EXECUTIVE COMPENSATION COMMITTEE WILL SEEK BOARD INPUT AND FORMALLY CONDUCT THE PRESIDENT/CEO'S PERFORMANCE REVIEW WITH THE BOARD. AT THAT TIME, THE EXECUTIVE COMPENSATION COMMITTEE'S RECOMMENDATION ON THE PRESIDENT/CEO'S WAGE AND BENEFITS PACKAGE IS PRESENTED TO TAKE EFFECT IN THE UPCOMING CALENDAR YEAR. FOLLOWING THAT INPUT AND REVIEW, THE BOARD WILL TAKE ACTION ON THE WAGE AND BENEFIT PACKAGE RECOMMENDATION AT THAT MEETING OR THE UPCOMING JANUARY BOARD MEETING IN CONJUNCTION WITH THE PRESIDENT/CEO'S PERFORMANCE AWARD ACTION FOR THE CURRENT YEAR TO BE PAID OUT IN JANUARY. |
| FORM 990, PART VI, SECTION C, LINE 19 | IT IS THE GOAL OF THE FOUNDATION, ITS STAFF, AND BOARD TO BE ACCOUNTABLE AND TRANSPARENT TO OUR DONORS AND THE ENTIRE COMMUNITY BY REGULARLY DISSEMINATING OUR PROGRAM AND FINANCIAL INFORMATION. IT IS OUR INTENT TO COMPLY WITH THE INTERNAL REVENUE CODE AND REGULATIONS WITH RESPECT TO PUBLIC INSPECTION OF THE FORM 990S, IRS FORM 990-TS TO THE EXTENT A FILING WERE REQUIRED, AND THE IRS DETERMINATION LETTERS FOR THE COMMUNITY FOUNDATION AND ITS CONTROLLED SUPPORTING ORGANIZATIONS. THEREFORE, THE FOUNDATION WILL: 1) MAKE THESE DOCUMENTS AVAILABLE FOR PUBLIC INSPECTION AT ITS OFFICES DURING REGULAR BUSINESS HOURS WITHOUT CHARGE; 2) PROVIDE A COPY WITHOUT CHARGE, OTHER THAN A REASONABLE FEE FOR REPRODUCTION AND ACTUAL POSTAGE COSTS, OF ALL OR ANY PART OF THESE DOCUMENTS REQUIRED TO BE MADE AVAILABLE FOR PUBLIC INSPECTION TO ANY INDIVIDUAL WHO MAKES A REQUEST FOR SUCH A COPY IN PERSON OR IN WRITING; AND 3) UPLOAD AND MAINTAIN ON OUR WEBSITE THE FOUNDATION'S AUDITED FINANCIAL STATEMENTS, FORM 990S AND FORM 990-TS TO THE EXTENT FILINGS WERE REQUIRED FOR A MINIMUM OF 3 YEARS. ADDITIONALLY, THE GUIDESTAR ORGANIZATION SERVES AS A RESOURCE FOR THOSE INDIVIDUALS AND ORGANIZATIONS WISHING TO RESEARCH NON-PROFIT ORGANIZATIONS BY WORKING WITH THE IRS TO MAKE AVAILABLE THE 990S OF ALL NON-PROFIT ORGANIZATIONS. RECOGNIZING THAT THIS AVAILABILITY IS SOMETIMES DELAYED AND READERS MAY NOT UNDERSTAND THE FULL PICTURE OF WHO WE ARE AND WHAT WE DO THROUGH THE FORM 990 ALONE, THE FOUNDATION WILL PAY THE NOMINAL FEE TO VOLUNTARILY HAVE ITS IRS FORM 990S UPLOADED TO GUIDESTAR'S WEBSITE, ALONG WITH ITS AUDITED FINANCIAL STATEMENTS THAT INCLUDES AN OPENING COVER LETTER FROM MANAGEMENT DISCUSSING KEY PHILOSOPHIES, INITIATIVES AND THE FINANCIALS. |
| FORM 990, PART VII - ADDITIONAL INFORMATION | THE COMMUNITY FOUNDATION OF ST. CLAIR COUNTY, TAX ID # 38-1872132, ACTS AS COMMON PAYMASTER FOR BOTH ITS ORGANIZATION AND ITS TWO SUPPORTING ORGANIZATIONS THE COMMUNITY RENAISSANCE FUND, TAX ID # 20-1649237 AND THE BLUE WATER LAND FUND, INC., TAX ID 45-2908074. WHILE ALL FORM W-2S ARE REPORTED UNDER AND TAXES ARE PAID THROUGH THE COMMUNITY FOUNDATION'S TAX ID # 38-1872132, WAGES, BENEFITS AND RELATED TAXES ARE ALLOCATED AND RECORDED BETWEEN THE FOUNDATION AND ITS SUPPORTING ORGANIZATIONS BASED UPON THE ASSIGNED RESPONSIBILITIES, TIME SPENT AND SPECIFIC WORK PERFORMED. ALL OF THE 9 FORM W-2S FILED IN 2020 WERE FOR PROGRAMS AND INITIATED UNDER THE CORE COMMUNITY FOUNDATION, WITH TWO INCLUDING SOME ALLOCATION TO A GRANT-FUNDED INITIATIVE. ALTHOUGH AUDITED FINANCIAL STATEMENTS REFLECT THE CONSOLIDATION OF ALL ORGANIZATIONS, SEPARATE FORM 990S ARE FILED FOR EACH ORGANIZATION INDEPENDENTLY. CONSEQUENTLY, THIS COMMON PAYMASTER STATUS AND THE EXISTENCE OF SHARED EMPLOYEES SHOULD BE NOTED. AT THIS TIME, WHILE THE FOUNDATION'S PRESIDENT/CEO OVERSEES OPERATIONS AND INITIATIVES OF ITS SUPPORTING ORGANIZATIONS, HIS TIME AND RELATED WAGES/BENEFITS ARE ABSORBED UNDER THE COMMUNITY FOUNDATION'S OPERATIONS THAT SAID, AS RELATED ORGANIZATIONS, HIS WAGES/BENEFITS MUST BE REPORTED UNDER THOSE RESPECTIVE SUPPORTING ORGANIZATIONS' FORM 990S AS WELL, IN ACCORDANCE TO IRS REQUIREMENTS. |
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