Norwell Visiting Nurse Association Inc

“The executive committee shall consist of the president, vice president, treasurer, and clerk. The executive committee shall have and may exercise, during intervals between meetings of the board, all the powers vested in the board, except that the executive committee may not elect directors or officers, fill vacancies in such offices, or remove officers or directors from office.”

“The sole member of the organization 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 determine annually the number of directors for the ensuing year and elect all directors as needed to match that number.”

“The powers of the member shall be limited to taking action on the activities enumerated below and those activities expressly requiring action of the members pursuant to law or the articles of organization: (a) election of the directors; (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 in which the organization will have more than a twenty percent interest in the revenues or profits of the joint venture, excluding contracts in the ordinary course of business; (g) authorization or approval of any plan of 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, or 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 or lease of, or 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 (l) 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. The cfo reviews the form 990, and then a draft of the form 990 is distributed to the ceo and all board members for review prior to filing.”

“The conflict of interest policy applies to designated persons as defined in the policy to include: members of the board of directors (directors), members of the administration and senior management, members of committees when the committee has the authority of the board, all persons with the authority to purchase, select, or influence the purchase of goods or services on behalf of the foundation, and any other persons whom the board designates. The conflict of interest policy requires that designated persons fully disclose any potential conflicts. Conflicts are reported to directors that are free of conflicts. The board determines if a potential conflict is an actual conflict. To ensure regular monitoring of the policy, at least annually the directors are required to review and sign the conflict of interest policy. If a conflict were to arise, action steps could range from recusal to termination depending on the type and extent of the conflict.”

“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. This process was last completed in 2018.”

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

“Transfer to affiliate -197,794. Transfer from affiliate 78,954.”