| FORM 990, PART VI, SECTION A, LINE 1A |
THE BOARD HAS DELEGATED THE AUTHORITY TO AN EXECUTIVE COMMITTEE TO ACT ON BEHALF OF THE BOARD BETWEEN MEETINGS OF THE BOARD OF DIRECTORS. THE EXECUTIVE COMMITTEE CONSISTS OF THE CHAIR, THE VICE CHAIR, THE SECRETARY AND THE IMMEDIATE PAST CHAIR, THE PRESIDENT AND THE CHAIRS OF THE STANDING COMMITTEES (INCLUDING THE CHAIR OF THE EXECUTIVE COMMITTEE), AND THE CHAIR OF THE PHILANTHROPY AND MARKETING COMMITTEE. IN THE EVENT THAT ANY OF THE NAMED COMMITTEES HAVE CO-CHAIRS, THE CO-CHAIRS OF SUCH COMMITTEES SHALL DESIGNATE WHICH OF THEM WILL ATTEND THE RESPECTIVE EXECUTIVE COMMITTEE MEETING. EXCEPT, AS OTHERWISE PROVIDED IN THE BY-LAWS OR BY RESOLUTION OF THE BOARD, THE EXECUTIVE COMMITTEE SHALL HAVE AND MAY EXERCISE ALL THE POWERS AND AUTHORITY OF THE BOARD, EXCEPT THAT THE EXECUTIVE COMMITTEE MAY NOT REVERSE ANY ACTION TAKEN BY THE BOARD. IN ALL CASES IN WHICH SPECIFIC DIRECTIONS SHALL NOT HAVE BEEN GIVEN BY THE BOARD, THE EXECUTIVE COMMITTEE MAY APPOINT SUB-COMMITTEES AND SHALL ADVISE AND AID THE OFFICERS OF THE ORGANIZATION IN ALL MATTERS CONCERNING ITS INTERESTS AND ACTIVITIES. |
| FORM 990, PART VI, SECTION A, LINE 4 |
THE QUORUM REQUIREMENTS FOR THE GOVERNING BODY CHANGED FROM 15 MEMBERS TO A MAJORITY OF THE BOARD. THE QUALIFICATION OF THE BOARD OF DIRECTORS HAVE BEEN UPDATED SUCH THAT THE BOARD SHOULD BE DEDICATED TO THE MISSION OF UUSA AND AGREE TO BE ENGAGED AND FULFILL EXPECTATIONS AND COMMITMENTS OUTLINED BY UUSA FOR A DIRECTOR. THE VOTING APPROVAL REQUIREMENTS ALSO CHANGED. IF WRITTEN, THE CONSENT MUST BE EXECUTED BY THE DIRECTOR BY SIGNING SUCH CONSENT OR CAUSING HIS OR HER SIGNATURE TO BE AFFIXED TO SUCH CONSENT BY ANY REASONABLE MEANS INCLUDING, BUT NOT LIMITED TO, FACSIMILE SIGNATURE. IF ELECTRONIC, THE TRANSMISSION OF THE CONSENT MUST BE SENT BY ELECTRONIC MAIL AND SET FORTH, OR BE SUBMITTED WITH, INFORMATION FROM WHICH IT CAN REASONABLY BE DETERMINED THAT THE TRANSMISSION WAS AUTHORIZED BY THE DIRECTOR. THE RESOLUTION AND THE WRITTEN CONSENTS THERETO BY THE MEMBERS OF THE BOARD OR COMMITTEE SHALL BE FILED WITH THE MINUTES OF THE PROCEEDINGS OF THE BOARD OR COMMITTEE. THE COMPOSITION OF OFFICERS ALSO CHANGED TO INCLUDE A CHAIR, VICE-CHAIR, A PRESIDENT, A SECRETARY, AND A TREASURER. THE OFFICERS MAY INCLUDE ONE OR MORE ASSISTANT SECRETARIES, AND ONE OR MORE ASSISTANT TREASURERS. THE CHAIR, VICE CHAIR, PRESIDENT, SECRETARY, AND TREASURER SHALL BE VOTING MEMBERS OF THE BOARD. ANY ASSISTANT SECRETARIES OR ASSISTANT TREASURERS NEED NOT BE MEMBERS OF THE BOARD. THE CHAIR SHALL PRESIDE OVER ALL MEETINGS OF THE BOARD AND IS RESPONSIBLE FOR LEADING THE CORPORATION'S BOARD OF DIRECTORS IN THE BOARD'S ESTABLISHMENT OF THE PURPOSE AND STRATEGIC DIRECTION OF THE UUSA AND THE BOARD'S OVERSIGHT OF THE OPERATIONS OF UUSA. THE CHAIR HAS PRIMARY LEADERSHIP RESPONSIBILITY FOR ALL MATTERS RELATED TO BOARD AND BOARD COMMITTEE GOVERNANCE, OVERSIGHT, AND EFFECTIVENESS. THE CHAIR IS THE BOARD'S PRINCIPAL LIAISON WITH THE PRESIDENT. THE CHAIR SHALL SERVE AS AN EX OFFICIO VOTING MEMBER OF ALL STANDING COMMITTEES. THE CHAIR SHALL APPOINT THE CHAIRS AND MEMBERS OF OTHER COMMITTEES OF THE BOARD AND PERMANENT AND OTHER COMMITTEES OF UUSA, IN CONSULTATION WITH THE PRESIDENT AND THE CHAIRS OF SUCH COMMITTEES AND WITH THE CONSENT OF THE BOARD. THE CHAIR SHALL REPRESENT THE BOARD AT OFFICIAL FUNCTIONS AND MAY ASSIGN OTHERS TO DO SO. THE CHAIR MAY ASSIGN ANY OF THE FOREGOING RESPONSIBILITIES TO THE VICE CHAIR. TERM LIMITS FOR DIRECTORS WERE CHANGED. DIRECTORS ARE NOW ELECTED BY A VOTE OF THE MAJORITY OF THE ENTIRE BOARD FOR A FOUR-YEAR TERM. DIRECTORS MAY SERVE TWO CONSECUTIVE FOUR-YEAR TERMS. THE CHAIR OF THE BOARD SHALL SERVE ON THE BOARD FOR ONE ADDITIONAL YEAR AFTER COMPLETING THEIR TERM AS CHAIR. |
| FORM 990, PART VI, SECTION B, LINE 11B |
AFTER THE RETURN IS PREPARED BY STAFF, IT IS REVIEWED BY THE CFO, CHIEF PEOPLE OFFICER AND CHIEF LEGAL OFFICER AND GENERAL COUNSEL AS WELL AS UUSA'S CEO. THE CEO REVIEWS THE RETURN WITH THE CHAIR OF THE AUDIT COMMITTEE. THE CHAIR THEN PRESENTS THE RETURN TO THE AUDIT COMMITTEE FOR REVIEW. AFTER THIS REVIEW IS COMPLETE, THE RETURN IS SHARED WITH THE MEMBERS OF THE BOARD PRIOR TO FILING. THE RETURN IS FILED ELECTRONICALLY WITH THE CEO SIGNING THE RETURN. PREPARATION OF FORM 990 WAS ASSISTED BY KPMG LLP USING INFORMATION PROVIDED BY THE ORGANIZATION AND REVIEWED BY MANAGEMENT WITH OVERSIGHT RESPONSIBILITY PRIOR TO THE SUBMISSION TO THE GOVERNING BODY FOR REVIEW. |
| FORM 990, PART VI, SECTION B, LINE 12C |
EVERY STAFF MEMBER OF THE UUSA IS REQUIRED ANNUALLY TO SIGN A FORM THAT ENSURES EVERYONE IS AWARE OF AND IN COMPLIANCE WITH THE CONFLICT OF INTEREST POLICY. THE PEOPLE & CULTURE DEPARTMENT COLLECTS THESE FORMS. IN ADDITION, EVERY BOARD MEMBER AND PRINCIPAL OFFICER ANNUALLY COMPLETES A CONFLICT OF INTEREST DISCLOSURE STATEMENT DISCLOSING THE FACTS RELATING TO ANY ACTUAL OR POTENTIAL FINANCIAL INTEREST OR STATING THE HE OR SHE HAS NO REPORTABLE FINANCIAL INTEREST THAT WOULD CONSTITUTE A CONFLICT OR POTENTIAL CONFLICT OF INTEREST AND ACKNOWLEDGING THAT THEY REVIEWED, UNDERSTAND, AND AGREE TO COMPLY WITH THE CONFLICT OF INTEREST POLICY. UUSA HAS AN EXTENSIVE CONFLICT OF INTEREST POLICY THAT ESSENTIALLY REQUIRES ANY BOARD MEMBER OR PRINCIPAL OFFICERS WITH A CONFLICT OR POTENTIAL CONFLICT OF INTEREST TO DISCLOSE THE EXISTENCE AND ALL MATERIAL FACTS REGARDING ANY INTEREST IN A TRANSACTION OR MATTER BEING CONSIDERED BY THE BOARD OR A BOARD COMMITTEE AND RECUSE HIMSELF OR HERSELF FROM THE MEEING IN WHICH THE TRANSACTION OR MATTER IS DISCUSSED AND VOTED UPON. |
| FORM 990, PART VI, SECTION B, LINE 15 |
THE COMPENSATION AND HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS HAS THE RESPONSIBILITY TO RECOMMEND AND SERVE AS A RESOURCE WITH RESPECT TO THE NATURE AND AMOUNT OF COMPENSATION TO BE INCLUDED IN THE CEO'S CONTRACT, SUBJECT TO THE APPROVAL OF THE BOARD. DURING THE CONTRACT PROCESS, A COMPARABILITY STUDY (THE "STUDY") IS CONDUCTED BY AN OUTSIDE EMPLOYEE COMPENSATION AND BENEFITS FIRM WHICH TAKES INTO CONSIDERATION OTHER DIRECT PEER FUNDRAISING, ADVOCACY, AND RELIEF ORGANIZATIONS IN DETERMINING THE TOTAL COMPENSATION OF THE CEO TO INCLUDE SALARY, BENEFITS AND INCENTIVES AS APPROPRIATE. ALSO, THE COMPENSATION AND HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS SERVES AS A RESOURCE WITH RESPECT TO THE CEO'S COMPENSATION DECISIONS AND ACTIONS FOR OTHER OFFICERS AND KEY EMPLOYEES AT UUSA FOLLOWING A COMPARABLE REVIEW PROCESS. |
| FORM 990, PART VI, SECTION C, LINE 18 |
THE ORGANIZATION'S FORM 1023 AND FORM 990 ARE AVAILABLE UPON REQUEST. THE ORGANIZATION'S FORMS 990 ARE POSTED ON THE ORGANIZATION'S WEBSITE AT WWW.UNICEFUSA.ORG AND ARE ALSO AVAILABLE ON GUIDESTAR AND CHARITY NAVIGATOR. |
| FORM 990, PART VI, SECTION C, LINE 19 |
THE ORGANIZATION GENERALLY DOES NOT MAKE AVAILABLE TO THE PUBLIC ITS GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY. HOWEVER, THESE DOCUMENTS ARE MADE AVAILABLE UPON REQUEST. THE AUDITED FINANCIAL STATEMENTS ARE POSTED ON THE ORGANIZATION'S WEBSITE AT WWW.UNICEFUSA.ORG. |
| FORM 990, PART XI, LINE 9: |
CHANGE IN VALUE OF SPLIT INTEREST AGREEMENTS -279,740. PRIOR YEAR PLEDGE WRITEOFFS -746,622. |
Attach to Form 990 or 990-EZ.