A foundation manager means:

  1. An officer, director or trustee of a foundation (or an individual having powers or responsibilities similar to those of officers, directors or trustees of the foundation), or
  2. For any act or failure to act, any employee of the foundation having final authority or responsibility (either officially or effectively) for the act or failure to act.

A person who is specifically designated as an officer under the incorporation certificate, by­laws or other documents of the foundation, or who regularly exercises general authority to make administrative and policy decisions for a foundation is considered an officer of the foun­dation.

For any act or failure to act, any foundation employee who has authority merely to recom­mend particular administrative or policy deci­sions, but not to implement them without approval of a superior, is not an officer. Indepen­dent contractors, such as accountants, lawyers and investment managers or advisors, acting in their capacity as such, are not considered of­ficers of the foundation.

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