2023-09-05T14:13:39-05:00 2022-12-31 941254756 HOOD & STRONG LLP 60 SO MARKET ST STE 200 SAN JOSE CA 95113 990 2022-01-01 952996648 FILOLI CENTER FILO 6503648300 86 CANADA ROAD WOODSIDE CA 94062 KARA NEWPORT PRESIDENT & CEO 6503648300 2023-08-25 1 KARA NEWPORT 999009999 0 MAGA E KISRIEV P01008919 4089988400 2023-08-26 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z FILOLI KARA NEWPORT 86 CANADA ROAD WOODSIDE CA 94062 16004626 0 X WWW.FILOLI.ORG X 1976 CA A HISTORIC ESTATE, GARDEN, AND NATURE PRESERVE DEDICATED TO SHARING STORIES OF CALIFORNIA HISTORY. 25 24 109 430 0 0 1661298 2288367 7813266 9620411 1975054 1051568 1356311 1489281 12805929 14449627 0 0 0 0 5287503 6618905 0 84000 908870 4092250 5357211 9379753 12060116 3426176 2389511 25536430 25336886 1753295 2059347 23783135 23277539 X FILOLI IS DEDICATED TO CONNECT OUR RICH HISTORY WITH A VIBRANT FUTURE THROUGH BEAUTY, NATURE AND SHARED STORIES. WE ENVISION A TIME WHEN ALL PEOPLE HONOR NATURE, VALUE UNIQUE EXPERIENCES, AND APPRECIATE BEAUTY IN EVERYDAY LIFE. 0 0 2150821 0 0 PRESERVATION/GARDENS: PRESERVATION WORK ENCOMPASSES THE 54,000 SQ. FT. MODIFIED GEORGIAN ESTATE HOUSE, 16 ACRES OF FORMAL GARDENS, HISTORIC FULLY FUNCTIONAL GREENHOUSES, AND A NUMBER OF OUTBUILDINGS AND STRUCTURES.FILOLI IS OPERATED TODAY AS A PUBLIC GARDEN, CULTURAL CENTER, AND MUSEUM. SIXTEEN ACRES OF FORMAL GARDENS ARE DIVIDED INTO A NUMBER OF SEPARATE GARDEN ROOMS CONTAINING ANNUAL BEDS, LAWNS, HEDGES, AND SPECIMEN TREES AND SHRUBS. ANNUALS ARE GROWN IN FILOLI'S HISTORIC GREENHOUSES AND PLANTED IN THE GARDENS EACH YEAR. IRISH YEW, OLIVES AND OLD COAST LIVE OAKS ARE THE DOMINANT TREES. FOURTEEN HORTICULTURISTS MAINTAIN THE GARDENS. 1672187 0 5452376 VISITOR SERVICES/PUBLIC ENGAGEMENT: FILOLI WELCOMES OVER 380,000 VISITORS ANNUALLY AND HAS OVER 19,000 MEMBERS. VISITORS CAN EXPLORE ON A SELF-GUIDED TOUR OF THE ESTATE NATURAL AREAS, AND GARDENS AND LEARN THROUGH INTERPRETIVE INFORMATION ABOUT HOW FILOLI REPRESENTS MANY IMPORTANT ASPECTS OF CALIFORNIA HISTORY. FILOLI STRIVES TO BE INCLUSIVE AND WELCOMING TO A DIVERSE AUDIENCE FROM THE BAY AREA AND INTERNATIONALLY. 967086 0 1015328 CLOCK TOWER SHOP: FILOLI'S CLOCK TOWER SHOP OFFERS VISITORS ACCESS TO THE HISTORICAL CLOCK TOWER BUILDING, WHICH SERVED AS THE GARAGE AND SERVICE COURTYARD WHEN FILOLI WAS A PERSONAL RESIDENCE. THE CLOCK TOWER SHOP SELLS PRODUCTS THAT ENHANCE THE VISITOR EXPERIENCE, MADE FROM FILOLI'S GARDEN AND ORCHARDS. THE SHOP ALSO SELLS MERCHANDISE FROM MUCKROSS IN IRELAND, WHICH HAS A HISTORIC TIE TO FILOLI'S FIRST FAMILY, THE BOURNS. VISITORS CAN ALSO PURCHASE PLANTS AND FLOWER BULBS THAT ARE GROWN IN FILOLI'S FORMAL GARDENS, WITH INTERPRETIVE INFORMATION ON HOW FILOLI CARES FOR THEM AVAILABLE FROM STAFF. PUBLIC PROGRAMS: FILOLI PRESENTS A VARIETY OF PUBLIC PROGRAMS TO ENGAGE DIVERSE AUDIENCES AND PROVIDE OPPORTUNITIES FOR LEARNING AND ENGAGEMENT. IN 2022 FILOLI OFFERED PUBLIC PROGRAMS THROUGHOUT THE YEAR, INCLUDING STORIES IN BLOOM, SERVICE LEARNING, AAPI MONTH CELEBRATIONS, PRIDE, SUMMER NIGHTS, ART WALK, ORCHARD DAYS, AND HOLIDAYS AT FILOLI.MEMBERSHIP: IN 2022 FILOLI WELCOMED A RECORD NUMBER OF MEMBER HOUSEHOLDS, WITH THE PEAK NUMBER OF 20,122 IN APRIL OF 2022. FILOLI OFFERS MEMBERSHIPS FOR SENIORS OVER 65 YEARS AT A DISCOUNTED ANNUAL FEE, AND ALSO PROVIDES FREE HOUSEHOLD MEMBERSHIPS TO ALL FAMILIES WHO PARTICIPATE IN FILOLI'S YOUTH PROGRAMS. FILOLI MEMBERS ENJOY FREE GENERAL ADMISSION AND DISCOUNTS ON TICKETS TO EVENTS LIKE HOLIDAYS AT FILOLI.LEARNING & ENGAGEMENT: FILOLI OFFERS LEARNING OPPORTUNITIES THROUGH A VARIETY OF PROGRAMS, INCLUDING A PRESCHOOL PROGRAM AND COLLEGE INTERNSHIP PROGRAM. FILOLI OFFERS DAILY TALKS TO VISITORS ON A VARIETY OF TOPICS THAT CHANGE THROUGHOUT THE YEAR, INCLUDING HORTICULTURE, COLLECTIONS, ARCHITECTURE AND NATURE. FILOLI ALSO SHARES LEARNING OPPORTUNITIES WITH THE COMMUNITY THROUGH BLOGS AND SOCIAL MEDIA POSTS. 4665129 0 4609958 PRESERVATION/HOUSE AND COLLECTION: THIS HISTORIC ESTATE WAS BUILT IN 1915-1917 AND REMAINS ONE OF THE ONLY CONTINUOUSLY OPERATING COUNTRY ESTATES IN CALIFORNIA.FILOLI MAINTAINS A FULL EXHIBIT OF PERIOD PIECES WHICH ARE DISPLAYED THROUGHOUT THE FIRST FLOOR OF THE 54,000 SQUARE FOOT MANSION, DEPICTING LIFE WITHIN A CALIFORNIA ESTATE AT THE TURN OF THE 20TH CENTURY. THE COLLECTION INCLUDES UPWARDS OF ABOUT 5,000 ARTIFACTS SOME OF WHICH ARE ON LOAN FROM THE NATIONAL TRUST OF HISTORIC PRESERVATION. TWO CURATORS MAINTAIN THE COLLECTION, BOTH IN TERMS OF PRESERVATION AND DISPLAY. FILOLI BECAME AN ACCREDITED MUSEUM BY THE AMERICAN ALLIANCE OF MUSEUMS IN 2021 AND ADHERES TO THE COLLECTIONS MANAGEMENT AND OTHER STANDARDS AS REQUIRED. 4665129 0 4609958 9455223 1 1 0 0 0 0 0 1 0 0 1 0 0 0 0 1 1 0 0 0 0 0 0 1 1 0 0 0 0 1 0 0 0 0 0 1 0 0 1 0 0 0 0 0 0 0 0 1 72 0 1 109 1 0 0 0 0 0 1 1 0 0 0 0 0 0 X 25 24 0 0 1 0 0 0 0 1 1 0 0 0 1 1 1 1 1 1 1 0 CA X X AYAKO FUKUDOME 6503648300 86 CANADA ROAD WOODSIDE CA 94062 KARA NEWPORT PRESIDENT & CEO 40.00 X X 354603 0 46504 CAROL MORAN PRESIDENT 2.00 X X 0 0 0 DAVID WESSEL VICE PRESIDENT 2.00 X X 0 0 0 DAVID WOLLENBERG PAST PRESIDENT 2.00 X X 0 0 0 MARY WHITE SECRETARY 2.00 X X 0 0 0 BOB NIBBI TREASURER 2.00 X X 0 0 0 ALAN ZAFRAN DIRECTOR 1.00 X 0 0 0 ANA ROTH DIRECTOR 1.00 X 0 0 0 ARIVU MANI RAMASAMY DIRECTOR 1.00 X 0 0 0 DONALD DEFEVER DIRECTOR 1.00 X 0 0 0 DONNA COLSON DIRECTOR 1.00 X 0 0 0 JALEH DAIE DIRECTOR 1.00 X 0 0 0 JOYCE HAMMEL DIRECTOR 1.00 X 0 0 0 KARYL MATSUMOTO DIRECTOR 1.00 X 0 0 0 LESLIE WITT DIRECTOR 1.00 X 0 0 0 MARGARET LONDON DIRECTOR 1.00 X 0 0 0 MARYLES CASTO DIRECTOR 1.00 X 0 0 0 MICHAEL SMITH DIRECTOR 1.00 X 0 0 0 NANCY YOUNG DIRECTOR 1.00 X 0 0 0 ROBERT FOUNTAIN DIRECTOR 1.00 X 0 0 0 RON PEYTON DIRECTOR 1.00 X 0 0 0 SAPNA MARFATIA DIRECTOR 1.00 X 0 0 0 SYDNEY SI NING LEUNG DIRECTOR 1.00 X 0 0 0 TABITHA ALMQUIST DIRECTOR 1.00 X 0 0 0 WILLEM RACKE DIRECTOR 1.00 X 0 0 0 AYAKO FUKUDOME CHIEF FINANCIAL OFFICER 40.00 X 193076 0 8441 CHRISTOPHER HIRANO CHIEF DEVELOPMENT OFFICER 40.00 X 163003 0 7329 SUSAN O'SULLIVAN CHIEF EXTERNAL RELATIONS OFFICER 40.00 X 132836 0 5297 PRIYA YADAV DIRECTOR OF HUMAN RESOURCES 40.00 X 123184 0 5653 ERIKA FRANK DIRECTOR OF LEARNING & ENGAGEMENT 40.00 X 118603 0 5049 ALEXANDER FERNANDEZ CHIEF OPERATING OFFICER 40.00 X 128032 0 81913 BRITTANY JONES CHIEF EXPERIENCE OFF. (THRU 9/30/22) 40.00 X 112709 0 7820 1326046 0 168006 8 0 1 0 NELSON BYRD WOLTZ LANDSCAPE ARCHITECTS 310 E MARKET ST CHARLOTTESVILLE VA 22902 MASTER PLAN CONSULTING 452444 THE GARDEN ROUTE COMPANY 151 HASKINS WAY SUITE E SOUTH SAN FRANCISCO CA 94080 LANDSCAPE ARCHITECT AND CONSTRUCTION 341075 BAYSIDE BUSINESS FORMS 430 N CANAL ST UNIT 9 SOUTH SAN FRANCISCO CA 94080 PRINTING SERVICES 334652 FOLEY ELECTRIC INC 919 ARGUELLO STREET REDWOOD CITY CA 94063 ELECTRIC INSTALLATION AND REPAIR 296172 ROYAL CLEANING AGENCY 2449 CENTENNIAL LANE HAYWARD CA 94541 JANITORIAL SERVICES 241840 9 501750 1786617 54354 2288367 PROGRAMS AND BENEFITS 712190 7442687 7442687 MEMBERSHIP DUES 712190 2177724 2177724 9620411 970482 970482 111120 10430 100690 100690 100690 581413 4000 502604 1723 78809 2277 81086 81086 138060 501750 206720 -68660 -68660 2263955 833522 1430433 1430433 MISC INCOME 900099 18358 18358 DEACESSION OF MUSEUM O 900099 8460 8460 26818 14449627 11077662 0 1083598 745377 155452 387845 202080 4951237 4096924 574315 279998 135038 99706 22877 12455 358314 333384 1780 23150 428939 331419 62407 35113 28082 28082 41400 41400 84000 84000 764983 588727 159377 16879 252265 203124 49141 93405 65601 14958 12846 327774 252943 48929 25902 1124411 968531 126434 29446 68455 51863 14519 2073 66759 35686 24534 6539 441172 374996 66176 154734 107326 44415 2993 PROGRAMS & MEMB BENEFIT 814300 761612 35404 17284 GARDEN SUPPLIES & SVCS 343985 343985 BANK & CREDIT CARD PROC 330154 319138 11016 PRINTING & PUBLICATIONS 307348 221388 2201 83759 197984 143418 40370 14196 12060116 9455223 1696023 908870 3478841 5036209 3708208 2931832 17500 75000 86894 56002 170803 274955 230547 363616 14993457 8778009 5101043 6215448 12686940 10275549 55654 108275 25536430 25336886 1179704 1440818 573591 618529 1753295 2059347 X 23034267 22336262 748868 941277 23783135 23277539 25536430 25336886 2389511 -2895107 0 X 0 1 X 1 0 X 1384708 1476621 1370018 1661298 2288367 8181012 6676198 7587611 5305841 9906790 11911184 41387624 8060906 9064232 6675859 11568088 14199551 49568636 120157 130400 157660 153180 155288 716685 0 120157 130400 157660 153180 155288 716685 48851951 925762 123694 174157 1805658 1081602 4110873 925762 123694 174157 1805658 1081602 4110873 64350 52265 31460 55205 138060 341340 9051018 9240191 6881476 13428951 15419213 54020849 0.90430 0.87640 0.07610 0.10350 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: GROSS INCOME FROM FUNDRAISING EVENTS - 2018 AMOUNT: $ 64,350. 2019 AMOUNT: $ 48,840. 2020 AMOUNT: $ 31,460. 2021 AMOUNT: $ 55,205. 2022 AMOUNT: $ 138,060. GROSS INCOME FROM GAMING - 2018 AMOUNT: $ 0. 2019 AMOUNT: $ 3,425. 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 0. 2022 AMOUNT: $ 0. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED X X X 0 551844 551844 12249833 7181949 5067884 1779625 1411430 368195 412155 184630 227525 6215448 X 11955552 -2895107 183882 -2711225 14666777 -217150 -217150 14449627 12461148 183882 217150 401032 12060116 0 12060116 PART III, LINE 4: FILOLI IS DEDICATED TO CONNECTING OUR RICH HISTORY WITH A VIBRANT FUTURE THROUGH BEAUTY, NATURE AND SHARED STORIES. WE ENVISION A TIME WHEN ALL PEOPLE HONOR NATURE, VALUE UNIQUE EXPERIENCES, AND APPRECIATE BEAUTY IN EVERYDAY LIFE. THE PRESERVATION OF WORKS OF ART CONTAINED IN THE HISTORIC BUILDINGS AND SURROUNDING GARDENS IS CONSISTENT WITH THE ORGANIZATION'S EXEMPT PURPOSE AND MISSION. UNDER ACCOUNTING STANDARDS CODIFICATION (ASC) 958, FILOLI'S MUSEUM OBJECT COLLECTION, LIBRARY COLLECTION, AND LIVING COLLECTION QUALIFY AS COLLECTIONS. COLLECTION ITEMS ACQUIRED THROUGH PURCHASE ARE RECOGNIZED AS ACCESSIONS AND DECREASE NET ASSETS WITHOUT DONOR RESTRICTIONS IF PURCHASED WITH NET ASSETS WITHOUT DONOR RESTRICTION OR RESULT IN A RELEASE ON THE STATEMENT OF ACTIVITIES OF NET ASSETS WITH DONOR RESTRICTIONS IF PURCHASED WITH ASSETS WITH DONOR RESTRICTION. COLLECTION ITEMS ARE SOLD SOLELY FOR THE ADVANCEMENT OF FILOLI'S MISSION AND THE ENHANCEMENT OF ITS COLLECTIONS. PROCEEDS FROM ITEMS SOLD ARE USED FOR THE ACQUISITION OF NEW COLLECTION ITEMS OR THE DIRECT CARE, PRESERVATION, AND CONSERVATION OF EXISTING COLLECTIONS. FILOLI DEFINES DIRECT CARE IN ACCORDANCE WITH THE AMERICAN ALLIANCE OF MUSEUMS' GUIDELINES, THAT IS, AN INVESTMENT THAT ENHANCES THE LIFE, USEFULNESS OR QUALITY OF COLLECTIONS, THEREBY ENSURING THE PROCEEDS WILL CONTINUE TO BENEFIT THE PUBLIC. PROCEEDS FROM DEACCESSIONS OR INSURANCE RECOVERIES ARE REFLECTED IN THE STATEMENT OF ACTIVITIES BASED ON THE NATURE, ABSENCE OR EXISTENCE OF THE ORIGINAL DONOR-IMPOSED RESTRICTIONS. MUSEUM OBJECT AND LIBRARY COLLECTION ITEMS ARE INVENTORIED AND APPROPRIATELY CARED FOR, BY IN-HOUSE CURATORS TO PRESERVE THE COLLECTION'S INTEGRITY. SIMILARLY, THE LIVING COLLECTIONS ARE INVENTORIED AND APPROPRIATELY CARED FOR BY HORTICULTURISTS. FILOLI MAINTAINS MUSEUM OBJECTS WHICH ARE ON LOAN FROM VARIOUS SOURCES. THE MAJORITY OF SUCH "ON LOAN" ITEMS ARE THE PROPERTY OF THE NATIONAL TRUST. FILOLI MAINTAINS RECORDS OF SUCH ITEMS BUT DOES NOT RECORD THE VALUE OF SUCH ON ITS STATEMENT OF FINANCIAL POSITION. PART X, LINE 2: FILOLI IS A TAX-EXEMPT ORGANIZATION PURSUANT TO INTERNAL REVENUE CODE SECTION 501(C)(3) AND SECTION 23701D OF THE CALIFORNIA REVENUE AND TAXATION CODE AND, ACCORDINGLY, IS EXEMPT FROM FEDERAL AND STATE INCOME TAXES ON RELATED BUSINESS INCOME. MANAGEMENT HAS EVALUATED FILOLI'S TAX POSITIONS AND CONCLUDED THAT FILOLI HAD MAINTAINED ITS TAX-EXEMPT STATUS AND HAD TAKEN NO UNCERTAIN TAX POSITIONS THAT REQUIRED ADJUSTMENT TO THE FINANCIAL STATEMENTS AS OF DECEMBER 31, 2022 AND 2021. PART XI, LINE 4B - OTHER ADJUSTMENTS: FUNDRAISING EXPENSES NETTED WITH REVENUE -206,720. RENTAL EXPENSES NETTED WITH REVENUE -10,430. PART XII, LINE 2D - OTHER ADJUSTMENTS: FUNDRAISING EXPENSES NETTED WITH REVENUE 206,720. RENTAL EXPENSES NETTED WITH REVENUE 10,430. X X X X X X X 1 VAN DILLEN PARTNERS INC 334 W BELLVUE AVENUE SAN MATEO CA 94402 INSTITUTIONAL FUNDRAISING CONSULTANT 0 20000 84000 -64000 20000 84000 -64000 CA GALA 555310 450790 104520 22719 95868 21931 14110 HOLIDAY OPENING 84500 50960 33540 6040 40115 4348 1589 639810 501750 138060 28759 135983 26279 15699 206720 -68660 X 1 1 X X X 0 0 0 0 0 0 0 0 0 KARA NEWPORT PRESIDENT & CEO 294327 0 60000 0 276 0 12200 0 34304 0 401107 0 0 0 ALEXANDER FERNANDEZ CHIEF OPERATING OFFICER 127606 0 0 0 426 0 5425 0 76488 0 209945 0 0 0 AYAKO FUKUDOME CHIEF FINANCIAL OFFICER 192800 0 0 0 276 0 7712 0 729 0 201517 0 0 0 CHRISTOPHER HIRANO CHIEF DEVELOPMENT OFFICER 162487 0 0 0 516 0 6600 0 729 0 170332 0 0 0 PART I, LINE 1A RESIDENCE ON PROPERTY IS PROVIDED TO THE CHIEF OPERATING OFFICER AT A REDUCED RENT. THE CHIEF OPERATING OFFICER IS REQUIRED TO LIVE ON PROPERTY FOR EMERGENCIES AND SAFETY OF THE HISTORIC HOUSE AND GARDENS ON THE 654-ACRE ESTATE. THE NONTAXABLE VALUE OF SUCH BENEFIT WAS $44,100. SUBSTANTIAL CONTRIBUTOR SUBSTANTIAL CONTRIBUTOR 162092 CONSULTING SERVICES 0 X 3 34086 FMV X WINE 7 20268 FMV 0 0 1 0 PART I, COLUMN (B): THIS COLUMN REPRESENTS THE NUMBER OF ITEMS DONATED. PART I, LINE 33: NO AMOUNT WAS REPORTED ON FORM 990, PART VIII, LINE 1G AND SCHEDULE M, PART I, LINE 1 FOR DONATIONS OF WORKS OF ART BECAUSE THE CENTER DID NOT CAPITALIZE ITS COLLECTIONS, AS ALLOWED UNDER FINANCIAL STANDARDS BOARD ACCOUNTING STANDARDS CODIFICATION 958-360-25 (ASC 958-360-25) (FORMERLY SFAS 116). FORM 990, PART I, LINE 6: FILOLI OFFERS A SERVICE LEARNING PROGRAM TO ENGAGE THE COMMUNITY IN PROJECTS THAT NOT ONLY PROVIDE A SERVICE TO FILOLI BUT PRIORITIZE A LEARNING COMPONENT FOR ITS PARTICIPANTS. ANYONE IS WELCOME TO PARTICIPATE IN THESE SERVICE LEARNING PROJECT DAYS. EXAMPLES OF SERVICE LEARNING PROJECTS INCLUDE MULCHING AND CLEANING THE GARDEN, ASSISTING IN HOLIDAY PROJECTS, HARVESTING FRUIT IN THE ORCHARD. FORM 990, PART VI, SECTION A, LINE 4 FILOLI CENTER MADE THE FOLLOWING CHANGES TO ITS BYLAWS: 1. THE MAXIMUM NUMBER OF BOARD MEMBERS CHANGED FROM 27 TO 29; 2. DIRECTORS EMERITUS WAS DEFINED; 3. TITLE CHANGED FROM EXECUTIVE DIRECTOR TO CHIEF EXECUTIVE OFFICER; 4. REMOVED FRIENDS OF FILOLI COMMITTEE AND COMMUNITY ADVISORY COMMITTEE; AND 5. ADDED ENGAGEMENT COMMITTEE AND GOVERNANCE AND NOMINATING COMMITTEE. FORM 990, PART VI, SECTION B, LINE 11B MANAGEMENT (PRESIDENT & CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER) REVIEWED THE FORM 990 PROVIDED BY THE TAX PREPARING FIRM. UPON SATISFACTION THE TAX PREPARING FIRM PRESENTED FORM 990 TO THE BOARD AUDIT COMMITTEE IN A LIVE MEETING. UPON THE AUDIT COMMITTEE'S REVIEW AND APPROVAL. A PUBLIC DISCLOSURE COPY OF THE FORM 990 WAS PROVIDED TO THE BOARD PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C FILOLI CENTER FOLLOWS A CONFLICT OF INTEREST POLICY DESIGNED TO FOSTER PUBLIC CONFIDENCE IN THE INTEGRITY OF THE ORGANIZATION AND TO PROTECT THE ORGANIZATION'S INTEREST WHEN IT IS CONTEMPLATING ENTERING A TRANSACTION OR ARRANGEMENT THAT MIGHT BENEFIT THE PRIVATE INTEREST OF A BOARD MEMBER, OFFICER, THE TOP MANAGEMENT OFFICIAL, THE TOP FINANCIAL OFFICIAL, ANY PERSON WITH SUBSTANTIAL INFLUENCE OVER THE ORGANIZATION, OR OTHER INSIDER PERSON, OR AN EMPLOYEE. BOARD MEMBERS, OFFICERS, THE TOP MANAGEMENT OFFICIAL, THE TOP FINANCIAL OFFICIAL, AND KEY EMPLOYEES ARE REQUIRED ANNUALLY TO DISCLOSE DESCRIPTION OF INTEREST THAT COULD LEAD TO A CONFLICT OF INTEREST. WITH REGARD TO AN EMPLOYEE, THE CHIEF EXECUTIVE OFFICER SHALL DETERMINE WHETHER A CONFLICT OF INTEREST EXISTS. WITH REGARD TO AN INSIDER PERSON, THE BOARD SHALL DETERMINE IF A CONFLICT EXISTS. ONCE A CONFLICT OF INTEREST HAS BEEN FOUND WITH REGARD TO AN EMPLOYEE, THE CHIEF EXECUTIVE OFFICER DECIDES THE APPROPRIATE RESPONSE TAKING INTO CONSIDERATION THE SERIOUSNESS OF THE CONFLICT. WITH REGARD TO AN INSIDER PERSON, THE BOARD SHALL DECIDE WHAT MEASURES ARE NEEDED TO PROTECT THE ORGANIZATION'S INTERESTS IN LIGHT OF THE NATURE AND SERIOUSNESS OF THE CONFLICT, TO DECIDE WHETHER TO ENTER INTO THE TRANSACTIONS, AND, IF SO, TO ENSURE THAT THE TERMS OF THE TRANSACTION ARE APPROPRIATE. IN THE CASE OF AN INSIDER WHO IS A BOARD MEMBER, THE BOARD MEMBER SHALL NOT VOTE ON ANY TRANSACTION IN WHICH THE BOARD MEMBER HAS AN INTEREST. FORM 990, PART VI, SECTION B, LINE 15 THE BOARD ANNUALLY REVIEWS THE CHIEF EXECUTIVE OFFICER AGAINST A LIST OF GOALS DETERMINED ANNUALLY. THE BOARD WILL REVIEW THE COMPENSATION OF THE CHIEF FINANCIAL OFFICER WHILE THE CHIEF EXECUTIVE OFFICER EVALUATES THIS POSITION. ALL OTHER KEY EMPLOYEES ARE EVALUATED BY THE CHIEF EXECUTIVE OFFICER. THE ORGANIZATION ASSESSED THE GOING RATE FOR THE CHIEF EXECUTIVE OFFICER POSITION BASED ON THE ORGANIZATION SIZE, GEOGRAPHIC LOCATION, AND COMPLEXITY. ALL KEY POSITIONS ARE BUDGETED AND SUCH BUDGET IS REVIEWED BY THE FINANCE COMMITTEE WHO PROVIDES ITS RECOMMENDATION TO THE BOARD FOR APPROVAL. FORM 990, PART VI, SECTION C, LINE 18 AUDITED FINANCIAL STATEMENTS ARE AVAILABLE ON THE ORGANIZATION'S WEBSITE. GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE AVAILABLE UPON REQUEST. FORM 990, PART VI, SECTION C, LINE 19 THE GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE MADE AVAILABLE UPON REQUEST FOR THE SAME PERIOD OF TIME SET FORTH IN SEC. 6104(D). FINANCIAL STATEMENTS ARE AVAILABLE ON THE ORGANIZATION'S WEBSITE.