One Action

“The organization has one class of members that consists of three individuals.”

“The members are responsible for electing and removing the members of the governing body or their delegates.”

“The members must approve changes made to the organization's bylaws.”

“The form 990 was prepared by the outside accountants and reviewed by the corporation's cfo and coo/secretary/treasurer, the board's audit committee, the ceo and legal counsel. The board received a copy of the 990 before it was filed with the irs.”

“The first step in addressing conflicts of interest is disclosure. A director or employee who believes that he/she may be perceived as having a conflict of interest in a discussion or decision discloses that conflict to the group making the decision before a decision is made, a contract is signed, or a transaction is initiated. Most concerns about conflicts of interest are resolved and appropriately addressed through prompt and complete disclosure. The audit committee is responsible for making all decisions concerning resolutions of conflicts involving executive managers, the coo, the president/ceo (pc), and selected other members of senior management, as needed. If the reportable conflict involves a member of the audit committee other than the chair of the audit committee, the chair is responsible for making all decisions concerning resolutions of conflicts involving the audit committee member. If the conflict involves the chair of the audit committee, the chair of the board is responsible for making all decisions concerning resolutions of the conflict. The coo is responsible for making all decisions concerning resolutions of conflicts involving employees below the executive management level, subject to the approval of the pc and the audit committee, as needed. Any employee may appeal a determination that an actual or apparent conflict of interest exists. Appeals of resolutions by the coo and pc are directed to the chair of audit committee. If the resolution was made by the audit committee, then the appeal is made to the chair of the board. Appeals must be made within 30 days of the initial determination. Resolution of the appeal is made by vote of a quorum of the full board of directors. Board members who are the subject of the appeal, or who have a conflict of interests with respect to the subject of the appeal, abstain from participating in, discussing, or voting on the resolution, unless their discussion is requested by the remaining members of the board. Given the importance of resolving conflicts of interest, violations of this policy, including failure to disclose conflicts of interest, results in termination of a director, pc, or member of senior management (at the direction of the audit committee) or employee (at the direction of the pc or chair of the audit committee).”

“The one campaign, a related 501(c)(3) organization, acts as a common paymaster for the two organizations, as a result, the process for determining executive compensation for one action is the same as the process for the one campaign. The board of directors reviews and adjusts the ceo's salary using comparable data, including the form 990's of other organizations, compensation surveys, and an independent compensation consultant. Any adjustment to the ceo's salary is at the board's discretion and is documented in the board minutes. The last compensation review took place in january 2019.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”