Visiting Nurse Association of Southeastern Connecticut Inc.

“The organization has one member. The member has the right to elect the board of directors of the organization and remove any member of the board of directors with or without cause.”

“The member has the right to approve annual budgets, significant affiliation agreements and proposed fundraising programs. The member also has the right to vote upon all matters on which members are normally entitled to vote under the ct revised non-stock corporation act, approve significant programs and proposed expenditures, future growth and development plans, approve certain purchases and dispositions of significant capital or operating assets and the right to approve the organization incurring indebtedness for borrowed money.”

“The member has specific reserve powers, rights and priveleges conferred to it by the bylaws of the organization.”

“An electronic copy of the form 990 is provided to the board of directors prior to filing. Questions and comments are then addressed prior to the actual submission to the irs.”

“The sole member, l&m healthcare, has written conflict of interest and confidentiality policies. On an annual basis, a conflict of interest form is circulated to officers, directors, and key employees. Officers, directors and key employees are required to disclose any interests that could give rise to a conflict and sign the form. Potential conflicts are referred to the board or audit committee, which evaluates the conflict and potential impact on the individual's participation on the board or certain issues that may come before the board. The board will take action, if appropriate and necessary, to address such conflict in a manner consistent with the sole member's conflict of interest policy.”

“The sole member, l&m healthcare, has a compensation committee which oversees and coordinates the annual performance evaluation of the organization's president & ceo. The committee recommends the compensation of the president & ceo to the organization's board of directors. The organization's board of directors approves the president & ceo's compensation as part of the budget approval process. Approval of the budget is documented in the minutes of the meetings of the organization's board of directors. In addition, the compensation committee consults with the president & ceo on the compensation of other senior members of the organization's management and such compensation is approved by the organization's board of directors as part of the budget approval process.”

“Governing documents, conflict of interest policy, and financial statements are available to the public upon request.”

“The audit oversight and the audit firm selection process have not changed from the prior year.”