View and download the pdf of the Articles of Incorporation here.
Statement of Purpose
The Board of Directors of The Kinsman Foundation seeks to develop and sustain public trust and confidence in our individual and collective integrity so that we may best accomplish our mission. We seek also to instill honest and ethical organizational action, both publicly and privately, in our relationships with the people whose lives we affect. We recognize the importance of complying with the laws that regulate our conduct and our standing as a charitable organization.
The Board of Directors, consequently, establishes this policy addressing conflicts of interest and standards of ethical conduct for Foundation directors and employees.
Conflicting and Competing Interests
The Board anticipates situations in which a director’s or employee’s own personal, financial or business interests either actually or apparently conflict or compete with the interests of the Foundation. We recognize that the varying interests of the Foundation are not singular or exclusive, and one organizational interest may conflict or compete with another. We similarly recognize that each individual’s personal interests are varied, and that even their financial and business interests are sometimes not precisely defined. We believe an open and appropriate disclosure and resolution of conflicting and competing interests is appropriate.
Conflict of Interest Policy
When completing work tasks, making decisions and exercising judgment, each director and employee should consider what the interests of the Foundation are and whether he has interests that conflict or compete with the Foundation’s. In general, the interests of the Foundation should take precedence. Each director and employee has a continuing responsibility to comply with this policy.
Personal interests. The Foundation expects and encourages directors and employees to have a personal interest in the purposes and activities of the Foundation. However, a director or employee should not make decisions based on a personal preference or dislike unrelated to the decision being made.
An employee should inform his supervisor of a personal interest that interferes with a fair and objective outcome of a decision or judgment important to the conduct of the Foundation’s business. The supervisor should resolve the issue to assure a fair and objective outcome.
A director should inform other directors or the President of a personal interest that interferes with a fair and objective outcome of a decision or judgment important to the conduct of the Foundation’s business. A director is not subsequently disqualified from discussing proposed decisions impacted by his interest. However, the director is disqualified from voting in this situation unless the President determines that public trust and confidence in the Foundation’s decisions will not be substantially diminished by allowing the director to vote. If these actions take place in a meeting for which minutes are prepared, the minutes shall describe the events and actions taken.
Financial and business interests. The Foundation anticipates that directors and employees will have diverse financial interests, and does not want to attempt to limit them. However, financial transactions between the Foundation and its directors or employees, other than compensation, are either severely limited or prohibited. Concurrent financial interests are not prohibited; for example, it is not prohibited that an employee and the Foundation both own shares of stock in the same company.
The Foundation prohibits any act that could reasonably be construed as self-dealing under the IRS rules created to prevent the misuse of Foundation assets for the personal gain of directors and managers. Additionally, the Foundation extends the IRS definition of disqualified persons to include all employees.
The Foundation believes that the common business practice of reimbursing employees who purchase supplies for Foundation use, who use their personal cars for Foundation business, or who otherwise make expenditures for necessary Foundation purposes could not reasonably be construed as self-dealing.
The Foundation makes grants for arts, culture and humanities, and its directors make necessary judgments about the quality of potential grantees’ public performances or displays. To the extent accepting unpaid admission to such events complies with the Foundation’s Standards of Ethical Conduct, the Foundation believes those acts could not reasonably be construed as self-dealing.
The Foundation prohibits any director or employee from performing tasks, making decisions or exercising judgment relating to any transaction or arrangement in which he has a financial interest. A financial interest is directly or indirectly, through business, investment or family, currently having (a) an ownership or investment interest in a party to the transaction or arrangement; (b) a compensation arrangement with a party to the transaction or arrangement, including direct and indirect remuneration as well as gifts or favors that are not insubstantial; or (c) a defined potential ownership, investment or compensation arrangement with any party negotiating a transaction or arrangement.
A director or employee may participate in an investment decision for the Foundation even though the director or employee has an investment interest in the business entity. A director or employee may participate in the Foundation’s purchase of goods or services from a business entity in which the director or employee has an investment interest, except as prohibited by self-dealing rules.
An employee should inform his supervisor of a financial interest prohibited by this policy. The supervisor should reassign or perform the task, decision or judgment.
A director should inform other directors or the President of a financial interest prohibited by this policy. A director is not subsequently disqualified from discussing proposed decisions impacted by his interest. However, the director is disqualified from voting in this situation. If these actions take place in a meeting for which minutes are prepared, the minutes shall describe the events and actions taken.
Apparently conflicting or competing personal financial or business interests. When an employee or director realizes a work action he is taking or considering may appear to others outside the Foundation to be improper or contrary to honest or ethical practices, he should inform other Foundation employees or directors if reasonably practical. Together they should attempt to identify action that will achieve the purpose of the Foundation and present an appropriate image to the public. An activity usually should not be abandoned solely because of the possibility of a negative interpretation, although employees and directors should recognize that a positive public image of the Foundation is valuable.
The Board believes the Foundation must as an organization act ethically, reflecting our individual and collective determination of what is right, good, fair and just. We expect our directors and employees to exhibit ethical and honest individual conduct and decision-making.
Standards of Ethical Conduct
Employees and directors should exercise care, diligence and prudence when representing the foundation, and should act honestly and ethically, giving appropriate respect to the people they work with. Employees and directors should remember that their position is often seen as one of power and privilege, and should guard against abuses inherent in that perception.
All employees’ and directors’ actions should be consistent with the federal, state and administrative laws, rules and regulations that apply to the Foundation. These regulations should be interpreted conservatively, so as to allow the least advantage and benefit to Foundation personnel.
The foundation’s mission, vision, and values should guide employees and directors when making or implementing policy.
Employees and directors should not use information about Foundation financial decisions or transactions to attempt financial gain for themselves, their families or their friends.
Information learned privately should be disclosed to others only with appropriate caution.
The Foundation, generally, does not want gifts for itself or for its directors or employees. The Foundation may accept, but does not solicit, gifts intended to increase its investment assets. It is the Foundation’s general policy not to accept substantial gifts from those who might gain from the Foundation’s grants. Directors and employees should diligently guard against creating a perception that they are attempting to leverage their Foundation position in order to receive special attention, preference or benefit. Directors and employees may occasionally accept small gifts for themselves or the Foundation in social situations where it is ungracious to decline them. They may occasionally accept free admission to public events or places usually requiring payment provided the benefit directly relates to a grant or grant proposal. Employees and directors may occasionally accept food or drink offered in conjunction with a business meeting, presentation, conference, seminar, celebration, thank-you event or similar gathering. An employee or director should ordinarily decline an invitation to an event if he has accepted more than one per month or if the event is lavish or extravagant.
The Board of Directors of The Kinsman Foundation adopts this policy to provide for the management of the investment assets of the Kinsman Foundation.
Goal and Objectives
The goal of the Foundation’s investment activity is to preserve its capital and maximize its return consistent with appropriate risk. Risk is appropriate when the Foundation’s overall investments represent a conservative approach to long-term investing, even though the overall risk of individual holdings or accounts varies. As a minimum objective, the CFO should, after the preservation of capital, invest to earn returns sufficient to provide the IRS minimum annual charitable distribution plus the operating expenses of the Foundation. A second objective is to earn returns sufficient to maintain the relative value of its capital, and a third objective is to increase the relative value of its capital. The Foundation does not invest to promote social goals.
Distinctions of Responsibilities
The Board of Directors is responsible for establishing the policy that guides the investment of the Foundation’s assets. The CFO and CEO are responsible for implementing the policy.
Investment advisors are selected by the CFO and CEO to manage some of the Foundation’s assets in accordance with this policy and objectives assigned by the CFO, but will apply their own judgment concerning relative investment values. In particular, investment advisors are accorded full discretion, within the limits of their assignments, to select individual investments and diversify assets.
Although a large portion of the Foundation’s total investments assets is managed by investment advisors, the Foundation’s two large equity holdings and a smaller portion of the Foundation’s investment assets are managed by the CFO. The CFO’s actions are limited by a June 1994 board resolution stating “that no officer or employee of the Foundation, with respect to the purchase or sale of stock, has the authority to deal in shorts, options, or any of those areas of investing other than buying and selling long; except that investing with qualified asset managers who make use of these techniques in their normal course of investment strategies is not prohibited by this Resolution.”
The CFO manages the Foundation’s non-cash assets such as any real property and tangible personal property subject to this policy in a disciplined and consistent manner, capable of accommodating all those events and occurrences considered reasonable and probable. The CFO’s actions should safeguard the value of non-cash assets for future sale or conversion to charitable use.
The CFO and CEO will manage the investments of the Foundation so that the Foundation is not liable for the tax on jeopardizing investments as provided in IRS Code 4944 and implementing IRS regulations.
Investment in Real and Personal Property
All real estate and real property investments, excluding REITs and capital improvements, must be presented to the full board of directors for approval prior to inclusion in the investment portfolio. Each investment will be considered on an individual basis with consideration given to management costs and effort, as well as risks associated with operating the property.
The investment program should be broadly diversified to limit the impact of large losses in individual investments, and should be managed to take advantage of reasonably foreseeable increases in sectors represented in the Foundation’s portfolio. Diversification of the total invested assets of the Foundation will be managed in a manner that complies with fiduciary standards. In 2001 the Foundation inherited a large amount of two separate stocks. It is the Foundation’s policy to sell five percent of these stocks twice a year until the portfolio is balanced with no more than ten percent of the portfolio in any given stock.
The Foundation exercises proxies on the investments it manages directly and delegates the responsibility for other proxies to the individual investment advisors. It expects proxies to be voted vigorously and in the best interests of the Foundation.
Over reasonable measurement periods, the rate of return earned by the Foundation’s assets and by individual advisors should be compared with appropriate market indices, equalizing the comparison as best possible. Investment advisors are typically chosen to manage specific asset types, and the Foundation does not encourage style drift.