Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART III, LINE 3 | DURING THE 2019 TAX YEAR, CALED STARTED A REVOLVING LOAN FUND (RLF) WITH FEDERAL FUNDS RECEIVED FROM THE US ECONOMIC DEVELOPMENT ADMINISTRATION. OVER THE PAST TWO YEARS, CALED HAS BEEN WINDING DOWN THAT PROGRAM BY TRANSFERRING THE ORIGINAL ASSETS RECEIVED TO OTHER NOT-FOR-PROFIT 501(C)(3) ORGANIZATIONS THAT STILL PARTICIPATE IN THE PROGRAM. BY THE END OF THE 2022 TAX YEAR, ALL RLF FUNDS HAD BEEN TRANSFERRED AND THE PROGRAM HAD BEEN FULLY DISCONTINUED. |
| FORM 990, PART VI, SECTION A, LINE 6 | ANY REPUTABLE PERSON, PUBLIC AGENCY, SOLE PROPRIETORSHIP, ASSOCIATION, CORPORATION, OR PARTNERSHIP HAVING AN INTEREST IN CALED'S OBJECTIVES SHALL BE ELIGIBLE FOR MEMBERSHIP. EACH MEMBER SHALL PAY MEMBERSHIP DUES IN ACCORDANCE WITH THE DUES SCHEDULE OR STRUCTURE WHICH MAY NOW OR HEREAFTER BE ADOPTED BY THE BOARD OF DIRECTORS. MANAGEMENT - THE BUSINESS AFFAIRS OF THIS CORPORATION SHALL BE MANAGED BY A BOARD OF DIRECTORS CONSISTING OF A MAXIMUM OF 18 DIRECTORS. THE SIZE OF THE BOARD MAY BE INCREASED TO ACCOMMODATE THE IMMEDIATE PAST CHAIR WHOSE TERM HAS EXPIRED. EACH DIRECTOR SHALL BE A MEMBER IN GOOD STANDING OF THE CORPORATION. THE BOARD OF DIRECTORS SHALL ELECT AN EXECUTIVE COMMITTEE OF OFFICERS TO FACILITATE MANAGEMENT OF THE CORPORATION. EXPRESSLY CONFERRED UPON THEM BY THESE BYLAWS, THE BOARD MAY EXERCISE ALL POWERS OF THE CORPORATION AND DO ALL SUCH ACTS AND THINGS, AS ARE NOT PROHIBITED BY STATUTE OR THESE BYLAWS. COMPOSITION - THE GOVERNING BOARD OF THIS CORPORATION (BOARD OF DIRECTORS) SHALL BE COMPOSED OF A REASONABLE BALANCE OF REPRESENTATIVES FROM THE FOLLOWING ENVIRONMENTS: LOCAL, STATE AND FEDERAL GOVERNMENT, AND PUBLIC ORGANIZATIONS INCLUDING URBAN AND RURAL ENTITIES; PROFIT AND NON-PROFIT ORGANIZATIONS INCLUDING PRIVATE DEVELOPERS, FINANCIAL INSTITUTIONS AND GEOGRAPHICAL AREAS OF THE STATE. CRITERIA - MEMBERS OF THE BOARD SHALL BE: A. A CALED MEMBER IN GOOD STANDING FOR A MINIMUM OF ONE CONSECUTIVE YEAR. B. SHALL BE AN ACCOMPLISHED LEADER WITH HIGH INTEGRITY AND PROFESSIONALISM. C. SHALL BE DEDICATED TO ACTIVE PARTICIPATION IN THE ADVANCEMENT OF THE ECONOMIC DEVELOPMENT PROFESSION. D. SHALL BE WILLING TO COMMIT THE TIME NEEDED TO FULFILL THE DUTIES OF A BOARD MEMBER. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO ATTENDING ON AN ANNUAL BASIS NOT LESS THAN ONE-HALF OF ALL BOARD MEETINGS AS WELL AS REGULAR ATTENDANCE AT ANNUAL CONFERENCES OR OTHER CALED CONFERENCES OR MEETINGS. E. LIMITED TO ONE (1) REPRESENTATIVE PER MEMBER ORGANIZATION. SECTION 5. VACANCY /NOMINATION PROCESS- A. UPON THE OCCASION OF A VACANCY ON THE BOARD, THE CHAIRPERSON OF THE BOARD SHALL APPOINT A NOMINATIONS COMMITTEE COMPRISED OF AT LEAST THREE BOARD MEMBERS. B. THE NOMINATIONS COMMITTEE SHALL SOLICIT NOMINATIONS AND/OR NOMINATE CANDIDATES FOR THE BOARD VACANCY(IES). AT A MINIMUM, ALL BOARD VACANCIES SHALL BE ADVERTISED. IN SEEKING NOMINATIONS, THE NOMINATIONS COMMITTEE SHALL GIVE CONSIDERATION TO ANY UNFULFILLED NEED TO BALANCE OR BETTER REFLECT THE BOARD'S REPRESENTATION OF CALED'S MEMBERSHIP COMPOSITION (I.E. ORGANIZATION TYPE [PRIVATE, PUBLIC, NONPROFIT, EDUCATION, UTILITY, ETC.], GEOGRAPHIC AREA [I.E. NORTH, CENTRAL, SOUTH, URBAN, SUBURBAN, RURAL] AND/OR SOCIETAL GROUP [I.E. GENDER, RACE, ETHNICITY, ETC.]). C. SUBSEQUENT TO SOLICITING NOMINATIONS, THE NOMINATIONS COMMITTEE SHALL SUBMIT TO THE EXECUTIVE COMMITTEE A REPORT CONSISTING OF A PRIORITY LISTING OF BOARD CANDIDATES ALONG WITH AN EXPLANATION AS TO HOW EACH RECOMMENDED CANDIDATE MEETS CURRENT VACANCY NEED. D. THE EXECUTIVE COMMITTEE SHALL RECEIVE, REVIEW AND CONSIDER THE REPORT FROM THE NOMINATIONS COMMITTEE AND SHALL EITHER REQUEST THE NOMINATIONS COMMITTEE SEEK ADDITIONAL NOMINATIONS OR RECOMMEND A SLATE OF PRIORITY BOARD CANDIDATES TO THE BOARD OF DIRECTORS. E. UPON RECEIPT OF THE REPORT FROM THE EXECUTIVE COMMITTEE THE BOARD OF DIRECTORS SHALL EITHER REQUEST THE EXECUTIVE COMMITTEE SEEK FURTHER NOMINATIONS OR RATIFY THE APPOINTMENT OF THE RECOMMENDED CANDIDATE(S) TO THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE FORM 990 IS REVIEWED BY THE PRESIDENT/CEO PRIOR TO FILING AND IS AVAILABLE TO BOARD MEMBERS AFTER FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE EXECUTIVE COMMITTEE OF CALED WILL REVIEW EACH STATEMENT OF DISCLOSURE FOR ANY SET OF FACTS OR CIRCUMSTANCES THAT MAY REFLECT AN ACTUAL, POTENTIAL, OR APPARENT CONFLICT OF INTEREST. THE EXECUTIVE COMMITTEE MAY REQUEST THE ASSISTANCE OF LEGAL COUNSEL OR STAFF TO IDENTIFY POTENTIAL CONFLICTS. WHEN EVALUATING A PARTICULAR SET OF FACTS OR CIRCUMSTANCES, THE EXECUTIVE COMMITTEE SHALL CONSIDER THE FOLLOWING NONEXHAUSTIVE LIST OF FACTORS THAT MAY INDICATE A CONFLICT OF INTEREST: - SOLICITATION OR ACCEPTANCE OF GIFTS OR OTHER ITEMS OF VALUE THAT MAY CREATE AN APPEARANCE OR EXPECTATION OF SPECIAL TREATMENT IN CALED MATTERS; - ANY INCIDENT OF ABUSE OR MISUSE OF A LEADERSHIP POSITION FOR PERSONAL OR THIRD-PARTY GAIN OR BENEFIT; - SITUATIONS IN WHICH A DIRECTOR, OFFICER, OR KEY EMPLOYEE MAY BE DIVIDED BETWEEN PERSONAL INTERESTS OR THE INTERESTS OF ANOTHER ORGANIZATION AND THE BEST INTERESTS OF CALED; - BUSINESS, PROFESSIONAL, OR OTHER ACTIVITIES THAT WOULD MATERIALLY AND ADVERSELY AFFECT CALED EITHER DIRECTLY OR INDIRECTLY; AND, - ANY ARRANGEMENT IN WHICH A DIRECTOR, OFFICER, OR KEY EMPLOYEE PROVIDES GOODS OR SERVICES TO CALED AS A PAID VENDOR. THE EXECUTIVE COMMITTEE MAY REQUEST ADDITIONAL INFORMATION FROM ANY DIRECTOR, OFFICER, OR KEY EMPLOYEE AT ANY TIME; HOWEVER, NO INDIVIDUAL WHOSE RELATIONSHIPS OR ACTIVITIES ARE UNDER REVIEW MAY PARTICIPATE IN DELIBERATIONS, DEBATE, OR ANY VOTE OF THE EXECUTIVE COMMITTEE WHILE SUCH REVIEW IS PENDING. IF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF CALED IDENTIFIES AN ACTUAL, POTENTIAL, OR APPARENT CONFLICT OF INTEREST, IT MAY TAKE ONE OF THE FOLLOWING ACTIONS TO RESOLVE SUCH CONFLICT: - WAIVE THE CONFLICT OF INTEREST AS UNLIKELY TO AFFECT THE DIRECTOR'S, OFFICER'S, OR KEY EMPLOYEE'S ABILITY TO ACT IN THE BEST INTERESTS OF THE ORGANIZATION; - DETERMINE THAT THE INDIVIDUAL DIRECTOR OR OFFICER SHOULD BE RECUSED FROM ALL DELIBERATION AND DECISION-MAKING RELATED TO THE PARTICULAR TRANSACTION OR RELATIONSHIP THAT GIVES RISE TO THE CONFLICT OF INTEREST. THIS COURSE OF ACTION SHOULD APPLY PARTICULARLY WHEN THE TRANSACTION OR RELATIONSHIP IS ONE WHICH PRESENTS A CONFLICT ONLY WITH RESPECT TO ONE OR TWO DISCRETE PROGRAMS OR ACTIVITIES; OR - DETERMINE THAT THE INDIVIDUAL DIRECTOR OR OFFICER MUST RESIGN FROM HIS OR HER SERVICE TO CALED. THIS COURSE OF ACTION SHOULD APPLY WHEN THE CONFLICT OF INTEREST IS SO PERVASIVE THAT THE DIRECTOR OR OFFICER WOULD LIKELY SELDOM, IF EVER, BE ABLE TO ACT SOLELY IN THE BEST INTERESTS OF THE ORGANIZATION. THE BOARD OF DIRECTORS OF CALED RESERVES FINAL AUTHORITY OVER THE RESOLUTION OF ALL CONFLICTS OF INTEREST INVOLVING A DIRECTOR OR OFFICER OF CALED. THE BOARD OF DIRECTORS MAY OVERRULE ANY DECISION OF THE EXECUTIVE COMMITTEE WITH REGARDS TO ANY ACTUAL, POTENTIAL, OR APPARENT CONFLICT OF INTEREST, AND THE EXECUTIVE COMMITTEE MAY REFER ANY SUCH MATTER TO THE BOARD OF DIRECTORS AT ANY TIME. |
| FORM 990, PART VI, SECTION B, LINE 15A | EXECUTIVE COMPENSATION IS REVIEWED ANNUALLY BY THE EXECUTIVE COMMITTEE AND IS DETERMINED BASED ON PERFOMANCE AND A REVIEW OF NON-PROFIT SALARY SURVEY DATA WE USE A INDEPENDENT 3RD PARTY SALARY SURVEY REPORT AS A BENCHMARK. |
| FORM 990, PART VI, SECTION C, LINE 19 | DISTRIBUTED TO BOARD MEMBERS AND STAFF AND AVAILABLE UPON REQUEST TO PUBLIC. |
| FORM 990, PART IX, LINE 11G | OTHER PROFESSIONAL FEES 240,560. |
| FORM 990, PART XI, LINE 9: | EQUITY TRANSFER OF RLF ASSETS -1,919,800. |
| Software ID: | |
| Software Version: |