Norwell Visiting Nurse Association Inc

“The Executive Committee shall consist of the President, Vice President, Treasurer, Clerk and Alternative Clerk (if any). The Executive Committee shall have and may exercise all the powers of the Board except for the power to elect directors or officers, fill vacancies in such offices, remove officers or directors from office, change the number of directors, amend the bylaws of the corporation, hire or fire the Chief Executive Officer, approve or change the annual budget, authorize major structural decisions (including, but not limited to, mergers), or change the principal office of the corporation. The Executive Committee is expected to apprise the Board as soon as reasonably practicable but no later than the next meeting of the Board of any actions that it has taken, and any matters on which it expects to take action. The Executive Committee shall act as the communication link to the Chief Executive Officer.”

“The sole member of the Corporation shall be NVNA Foundation, Inc. (Foundation), a Massachusetts charitable corporation qualifying as tax-exempt under Section 501(c)(3) of the Code.”

“The Member shall, after considering the recommendations of the Members Nominating Committee, determine annually the number of directors and elect all directors as needed to match that number. Every reasonable effort shall be made to have director representation from the communities served by the corporation.”

“The powers of the Member shall be limited to taking action on the activities enumerated below and those activities expressly requiring action of the member pursuant to law, these bylaws or the articles of organization: a) Election of the Directors, other than to fill vacancies; b) Authorization or approval of any amendment to the Articles of Organization of the Organization; c) Authorization or approval of any amendment to the by-laws of the Organization; d) Authorization or approval of any change to the name of the Organization; e) Authorization or approval of any merger, consolidation, reorganization, or sale, transfer, disposition, pledge or hypothecation of all or substantially all of the assets of the Organization; f) Authorization or approval of the establishment and the Organizational Documents (including any amendment, revision or repeal thereof), of any equity or contractual joint venture between the Organization and any third party, excluding contracts in the ordinary course of business; g) Authorization of any plan of dissolution, petition for dissolution, liquidation, assignment for the benefit of creditors, petition for voluntary bankruptcy or appointment of a receiver, or any plan for winding up the affairs of the Organization, and any liquidating distribution by the organization; h) Authorization or approval of the incurrence of any debt, loan, borrowing, debt guarantee, whether as primary obligor or co-obligor, pledge, lien, hypothecation, security interest or encumbrance on any of the property or assets of the Organization; i) Authorization or approval of any acquisition, disposition or lease of, or any interest in real estate by the Organization; j) Authorization or approval of undertaking any expenditure outside of the annual budget whether by contract or otherwise, in excess of $25,000; and k) Authorization or approval of the settlement of any litigation or other dispute involving the Organization.”

“The Form 990 is prepared by an independent accounting firm with input from management and staff. Then a draft of the Form 990 is distributed to the CEO and all board members for review prior to filing.”

“The corporation is committed to pursuing its mission and conducting its affairs in accordance with high professional and ethical standards which include the avoidance of detrimental conflicts of interest. The corporation believes that avoiding such conflicts is imperative in preserving the public's trust. Persons who agree to serve the corporation should not use their position for personal gain, or to expose the corporation to potential harm as a result of conflict of interest. The corporation has adopted a conflict of interest policy which applies to deliberations by the Board and its committees. The Board shall be updated annually as to conflicts of interest as described in the conflict of interest policy.”

“The CEO's compensation is determined by the Board of Directors. As part of the process the Board of Directors uses a review committee who engages an independent compensation consultant. The Board of Directors, via the review committee, gathers comparability data from the independent compensation consultant, from Form 990s of like organizations, from the home care alliance survey as well as from established wage ranges. The deliberation and final decision are documented in the minutes to the Board meeting where such deliberations and determination were made. In addition, the CEO has a written employment contract which outline the final determination”

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

“Section 1.263(a)-3(n) Election: Norwell Visiting Nurse Association, Inc. 120 Longwater Drive Norwell, MA 02061 EIN: 04-2104797 Section 1.263(a)-3(n) Election: Norwell Visiting Nurse Association, Inc. is electing to capitalize repair and maintenance costs under Regulation Section 1.263(a)-3(n).”