Sijbrandij Foundation
Contact
Address: P.O. Box 7775, PMB #29439, San Francisco, CA 94120
Email: foundation@sijbrandij.comRegistration
The Sijbrandij Foundation is a non profit public benefit corporation.
Delaware Corporation Number: 4428228
U.S. Federal Employer Identification Number: 85-4270305
California State Charity Registration Number: CT0273494
San Francisco Business Registration Number: 1142316 Board of Directors and Officers
Sytse Sijbrandij, President and Director
Karen Sijbrandij, Treasurer and Director
Eefje Chalmers, Secretary and Director
Welmoed Fokkema, Board member
Ramy Adeeb, Board member
CEO
Ivan French
Function of the Directors
President
The President is the chief executive officer of the Corporation. He or she will have such powers and duties as may be prescribed by the Board or these Bylaws. The President is responsible to the Board, must ensure that the Board is advised on all significant matters of the Corporation’s business, and must ensure that all orders and resolutions of the Board are carried into effect. The President is empowered to act, speak for, or otherwise represent the Corporation between meetings of the Board within the boundaries of policies and purposes established by the Board and as set forth in the Certificate of Incorporation and these Bylaws. The President is responsible for keeping the Board informed at all times of staff performance as related to program objectives, and for implementing any personnel policies adopted by the Board.
Secretary
The Secretary reports directly to the President and attends to the following:
(i) Book of Minutes. The Secretary will keep or cause to be kept, at the principal executive office or such other place as the Board may direct, a book of minutes of all meetings and actions of Directors and committees of Directors, with the time and place of holding regular and special meetings, and if special, how authorized, the notice given, the names of those present at such meetings, and the proceedings of such meetings. (ii) Notices and Other Duties. The Secretary will give, or cause to be given, notice of all meetings of the Board required by the Bylaws to be given. The Secretary will have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws.
Treasurer
The Treasurer reports directly to the President, is the chief financial officer of the Corporation, and attends to the following:
(i) Books of Account. The Treasurer will keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, and other matters customarily included in financial statements. The books of account will be open to inspection by any Director at all reasonable times. (ii) Deposit and Disbursement of Money and Valuables. The Treasurer will deposit all money and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board; will disburse funds of the Corporation as may be ordered by the Board; will render to the President and Directors, whenever they request it, an account of all financial transactions and of the financial condition of the Corporation; and will have other powers and perform such other duties as may be prescribed by the Board or the Bylaws. (iii) Bond. If required by the Board, the Treasurer will give the Corporation a bond in the amount and with the surety specified by the Board for the faithful performance of the duties of his or her office and for restoration to the Corporation of all its books, papers, vouchers, money, and other property of every kind in his or her possession or under his or her control on his or her death, resignation, retirement, or removal from office.
(a) General Corporate Powers
The business and affairs of the Corporation will be managed, and all corporate powers will be exercised by or under the direction of the Board of Directors.
(b) Specific Powers
Without prejudice to its general powers, the Board has the power to:
(i) Select and remove the Officers of the Corporation; prescribe any powers and duties for them that are consistent with the law, with the Certificate of Incorporation, and with these Bylaws; and fix their compensation, if any.
(ii) Change the principal executive office or the principal business office from one location to another; cause the Corporation to be qualified to do business in any state, territory, dependency, or country, and conduct business within or outside the State of Delaware; and designate any place within or outside the State of Delaware for the holding of any meeting.
(iii) Adopt, make, and use a corporate seal and alter the form of the seal.
(iv) Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered in the Corporation’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, names of the directors;
Remuneration Policy
Sijbrandij Foundation (the “Corporation”) is committed to integrity and ethical behavior. The Corporation thus encourages Directors, officers, employees, and volunteers who reasonably believe that they are aware of any violations of federal or state law, such as fraud, questionable accounting practices, or the reporting of fraudulent financial information, to disclose any such violations, without any fear of retaliation, discrimination, or harassment with respect to their employment.
Reports of Wrongdoing
The following are examples of actions or behavior that should be reported:
Fraud or deliberate error in the preparation, evaluation, review, or audit of any financial statement or accounting records of the Corporation.
Deviation from full and fair reporting of the Corporation’s financial condition.
Stealing or misappropriation of the Corporation or its donors' funds or assets.
Deficiencies in or non-compliance with the Corporation’s internal accounting controls.
Misrepresentations or false statements that constitute a violation of federal law (e.g., mail, wire, bank, or securities fraud).
Violation of other federal or state laws by the Corporation.
The Corporation strictly prohibits any retaliation, discrimination, or harassment against any employee (or non-employee such as a Board Member or donor) who reports what he or she reasonably believes to be violations of federal or state law, such as incident(s) of mail, wire or securities fraud, questionable accounting practices, or the reporting of fraudulent financial information. The Corporation also will not retaliate against any person who participates in an investigation of such complaints. Conduct that is protected from retaliation includes, but is not limited to:
Providing information or otherwise assisting in an investigation regarding any conduct that the employee reasonably believes constitutes a violation of federal law, such as (but not limited to) tax, mail, wire, or securities fraud laws, or any rule or regulation of the Securities and Exchange Commission (SEC), when the information is provided to or the investigation is conducted by any federal regulatory or law enforcement agency, a member of the U.S. Congress or any committee of Congress, or any Institution supervisor or person with similar authority over the employee, or
Filing, testifying, participating in, or otherwise assisting in an investigation, hearing, court proceeding, or other administrative inquiry in relation to an alleged
Policy for the Detection and Reporting of Fraudulent Activity
The Corporation also strictly prohibits any retaliation or harmful action against any person (e.g., any employee, donor, Board member) on the basis that the person provided truthful information to law enforcement relating to the violation (or possible violation) of any federal law. This Policy presumes that employees will act in good faith and will not make false accusations. Employees are encouraged to err on the side of caution by reporting any apparent act of wrongdoing, so long as the report is made in good faith. Employees who report acts of wrongdoing or suspected wrongdoing pursuant to this Policy will continue to be held to general job performance standards and adherence to the Corporation’s other applicable policies and procedures.
Report Procedure
A person who becomes aware of any act or behavior described above is encouraged to report such incidents as soon as possible to the Corporation’s Board of Directors or legal counsel. Reports may be provided in writing, telephonically, or in person. Reports should be as complete as possible, including the details of the incident(s), names of the individual(s) allegedly involved, date(s), and the name(s) of any witness(es). You may send the report or complaint by e-mail or by letter (which may be anonymous, at your discretion) to the legal counsel of the Corporation at the following address:
Evan L. Abrams
235 Montgomery Street, 17th Floor
San Francisco, CA 94104
Tel: (415) 954-4400
Email: eabrams@fbm.com
The Corporation will investigate the complaint and will endeavor to protect the privacy and confidentiality of all parties involved, to the maximum extent possible, consistent with the Corporation’s obligations to conduct a thorough investigation, comply with all applicable laws, and/or cooperate with law enforcement authorities. If necessary, legal counsel and/or the Corporation’s independent auditing firm will be involved in any investigation.
Non-retaliation
Employees and non-employees (e.g., Board members, donors, etc.) making reports or complaints under this policy will not be subject to any retaliation, discrimination, or harassment. Prohibited retaliation includes firing, demotion, suspension, harassment, failure to consider the employee for promotion, or any other kind of discrimination against the employee in the terms and conditions of employment because of the employee’s involvement in protected activity. Any employee who discourages or prevents other employees or persons from making reports under this policy or participating in any investigation of such a report will be subject to disciplinary action, up to and including, termination.
Policy for the Detection and Reporting of Fraudulent Activity
Any complaint of acts of retaliation in relation to any reports made under this policy should be submitted to the Chair. The complaint will be promptly investigated in accordance with the investigation procedures set forth under the Corporation’s policy prohibiting unlawful harassment and discrimination. If a complaint of retaliation, discrimination, or harassment is substantiated, appropriate disciplinary action, up to and including termination, will be taken. Appropriate legal action may also be taken.
Reporting of Complaints
Upon receipt of any complaint made under this policy, legal counsel will report to the Board of Directors the receipt of any such complaints. On at least a quarterly basis, the Chair or President will also report to the Board of Directors the receipt of any complaints made under this Policy, the current status of the investigation of any such complaint, and the disposition of any reports of suspected wrongdoing at the conclusion of the investigation.
Additional Enforcement Information
The Corporation’s employees and constituents should be aware that certain violations of the Corporation’s policies and practices could subject the Corporation and/or the individual(s) involved to civil and/or criminal penalties. Before issues or behavior rise to that level, employees are encouraged to report to the Board any violation of federal or state law, any questionable accounting or auditing matters, any reporting of fraudulent financial information, or retaliation related to such reports. Nothing in this Policy is intended to prevent an individual from reporting information to a government or law enforcement agency when the person reasonably believes that a federal or state statute, rule, or regulation has been violated by the Corporation. The Corporation can modify this Policy unilaterally at any time without notice. Modification may be necessary, among other reasons, to maintain compliance with state and federal laws or regulations.