| FORM 990, PART VI, SECTION A, LINE 1A |
THE BOARD OF DIRECTORS, BY RESOLUTION ADOPTED BY A MAJORITY OF THE ENTIRE BOARD, SHALL APPOINT FROM AMONG THE DIRECTORS AN EXECUTIVE COMMITTEE, AND FROM AMONG THE DIRECTORS AND, IN THE BOARD'S SOLE DISCRETION, PERSONS WHO ARE NOT DIRECTORS, A CORPORATE GOVERNANCE COMMITTEE (WHICH SHALL INCLUDE NOMINATIONS AMONG ITS FUNCTIONS), A SCHOLARSHIP COMMITTEE, A DEVELOPMENT COMMITTEE, A FINANCE AND INVESTMENT COMMITTEE, A COMPENSATION COMMITTEE, AND AN AUDIT COMMITTEE. DIRECTORS SHALL COMPRISE A MAJORITY OF ANY SUCH STANDING COMMITTEE TO WHICH PERSONS WHO ARE NOT DIRECTORS MAY BE APPOINTED. THE BOARD, IN ITS SOLE DISCRETION, MAY ALSO APPOINT FROM AMONG THE DIRECTORS AND PERSONS WHO ARE NOT DIRECTORS ONE OR MORE OTHER COMMITTEES, EACH OF WHICH SHALL HAVE ONE OR MORE COMMITTEE MEMBERS INCLUDING AT LEAST ONE DIRECTOR. THE NUMBER OF DIRECTORS TO BE APPOINTED TO THE EXECUTIVE COMMITTEE SHALL NOT EXCEED TEN AND SHALL INCLUDE THE CHAIRMAN, THE VICE CHAIRMAN OR, IF THERE IS MORE THAN ONE, THE VICE CHAIRMAN DESIGNATED TO SUCCEED THE CHAIRMAN IN HIS OR HER ABSENCE, THE PRESIDENT, THE CHAIR OF EACH OF THE OTHER STANDING COMMITTEES, THE TREASURER, AND THE GENERAL COUNSEL. THE EXECUTIVE COMMITTEE SHALL HAVE AND EXERCISE THE FULL AUTHORITY OF THE BOARD OF DIRECTORS IN THE MANAGEMENT OF THE CORPORATION. ALL OTHER COMMITTEES, TO THE EXTENT PROVIDED IN THEIR RESPECTIVE ENABLING RESOLUTIONS AND NOT RESTRICTED BY LAW, SHALL HAVE AND EXERCISE SUCH AUTHORITY AS THE BOARD OF DIRECTORS SHALL PRESCRIBE IN THE MANAGEMENT OF THE CORPORATION. THE DESIGNATION OF ANY COMMITTEE, WHETHER UNDER THESE BYLAWS OR BY RESOLUTION ADOPTED BY THE BOARD, AND THE DELEGATION THERETO OF AUTHORITY SHALL NOT OPERATE TO RELIEVE THE BOARD OF DIRECTORS, OR ANY INDIVIDUAL DIRECTOR, OF ANY RESPONSIBILITY IMPOSED ON IT, HIM, OR HER BY LAW. |
| FORM 990, PART VI, SECTION B, LINE 11B |
THE RETURN IS REVIEWED AND APPROVED BY MANAGEMENT, THE ORGANIZATION'S BOARD OF DIRECTORS AND GENERAL COUNSEL BEFORE FILING WITH IRS. |
| FORM 990, PART VI, SECTION B, LINE 12C |
THE BOARD MEMBERS ARE REQUIRED TO READ THE CONFLICT OF INTEREST POLICY ON AN ANNUAL BASIS. THEY MUST SIGN THAT THEY READ IT AND THEN COMPLETE A FORM THAT LISTS ANY CONFLICTS. THERE ARE PERIODIC REVIEWS TO ENSURE COMPLIANCE. AT SUCH TIME AS ANY MATTER COMES BEFORE THE BOARD IN SUCH A WAY AS TO GIVE RISE TO A CONFLICT OF INTEREST, THE INTERESTED OFFICER, IF ATTENDING THE MEETING, OR DIRECTOR SHALL MAKE KNOWN THE POTENTIAL CONFLICT, WHETHER OR NOT DISCLOSED BY HIS OR HER WRITTEN STATEMENT, AND AFTER ANSWERING ANY QUESTIONS THAT MIGHT BE ASKED OF SUCH OFFICER OR DIRECTOR, HE OR SHE SHALL WITHDRAW FROM THE MEETING FOR SO LONG AS THE MATTER SHALL CONTINUE UNDER DISCUSSION. SHOULD THE MATTER BE BROUGHT TO A VOTE, NEITHER THE INTERESTED DIRECTOR NOR ANY OTHER DIRECTOR HAVING A PECUNIARY BENEFIT TRANSACTION WITH THE FOUNDATION SHALL VOTE ON IT. A TWO-THIRDS (66 2/3%) VOTE OF THE ENTIRE BOARD IS REQUIRED TO AUTHORIZE ANY TRANSACTION OR OTHER MATTER IN WHICH AN OFFICER OR DIRECTOR HAS A POTENTIAL CONFLICT OF INTEREST. ALL PROCEEDINGS RELATED TO CONFLICTS OF INTEREST ARE DOCUMENTED IN THE MEETING MINUTES. |
| FORM 990, PART VI, SECTION B, LINE 15 |
THE MARINE CORPS SCHOLARSHIP FOUNDATION USES AN OUTSIDE COMPENSATION CONSULTANT TO CONDUCT A COMPENSATION STUDY OF COMPARABLE NONPROFIT ORGANIZATIONS NATIONALLY AND IN THE WASHINGTON DC AREA. THE PRESIDENT AND CEO USES THAT INFORMATION, ALONG WITH A REVIEW OF THE EXECUTIVE MANAGEMENT TEAM'S ACHIEVEMENT OF THEIR ANNUAL GOALS TO PREPARE A RECOMMENDATION ON EXECUTIVE MANAGEMENT TEAM COMPENSATION TO THE MCSF EXECUTIVE COMMITTEE. THE EXECUTIVE COMMITTEE REVIEWS AND DISCUSSES THE WORK OF THE PRESIDENT AND CEO PRIOR TO VOTING ON A FINAL COMPENSATION PACKAGE FOR THE EXECUTIVE MANAGEMENT TEAM, WITH EVIDENCE OF THE APPROVAL BEING MAINTAINED BY THE BOARD CHAIR AND THE COMPENSATION COMMITTEE CHAIR. COMPENSATION COMMITTEE DELIBERATIONS ARE RECORDED AND TRACKED IN THE MEETING MINUTES, WHICH ARE MAINTAINED BY THE COMPENSATION COMMITTEE CHAIR. THIS PROCESS WAS LAST TAKEN IN FY 2023. |
| FORM 990, PART VI, SECTION C, LINE 19 |
THE FOUNDATION PUBLISHES AN ANNUAL REPORT THAT INCLUDES FINANCIAL DATA. THE ANNUAL REPORT, AS WELL AS AUDITED FINANCIAL STATEMENTS, ARE POSTED TO THE WEBSITE. THE GOVERNING DOCUMENTS AND CONFLICT OF INTEREST STATEMENT ARE AVAILABLE TO THE PUBLIC UPON REQUEST. |
| FORM 990, PART XI, LINE 9: |
CHANGE IN VALUES OF OBLIGATIONS UNDER CHARITABLE TRUSTS 21,154. |
Attach to Form 990 or 990-EZ.