Nassausuffolk Partnership Housing

“The officer evaluation process is conducted by a related organization, long island housing partnership, inc. (lihp), to establish and make annual adjustments to the compensation (base salary and bonus, if any) of all executive officers (currently, the president and ceo and executive vice president and coo) and non-executive officers (currently, the chief financial officer and the general counsel/chief compliance officer). The officer compensation and related benefits reflected within part vii of form 990 herein, represents the entire amount paid to each respective officer for work done on nassau-suffolk partnership housing development company, inc. (nsphdfc) and work done on the following related organizations: long island housing partnership, inc. (lihp), long island partnership housing development company, inc. (liphdfc), long island partnership community development corporation (lipcdc), community development and disaster relief corporation (cddrc), long island housing partnership community development financial institution, inc. (lihpcdfi), and long island partnership clt housing development fund company, inc. (lipclt). Officer compensation and benefits are only paid through the main affiliate organization, lihp. Nsphdfc reimburses lihp for its respective portion of compensation and benefits on an annual basis, but no compensation or benefits are paid directly by nsphdfc to its officers.”

“The members of nsphdfc shall consist of those individuals, corporations and organizations who are members in good standing of the long island housing partnership, inc./long island partnership housing development fund company, and any other persons who reside, or work in the low income community where nsphdfc is developing its affordable housing project(s), as may be elected from time to time by a vote of the board of directors. The right or interest of a member shall not terminate except upon the happening of any of the following events: death, resignation, expulsion, dissolution or liquidation of the corporation. Not withstanding the foregoing, any member, after having fulfilled all obligations to nsphdfc, may resign by giving written notice to the secretary of the corporation (any such resignation to take effect as specified in the resignation, or if not so specified, upon receipt by the secretary), and any member may be removed or suspended at any time, with or without cause, by majority vote of the members.”

“Each director shall be elected by the affirmative vote of a majority of the members at the annual meeting of members at which a quorum is present. Directors who are elected at an annual meeting of the members, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next succeeding annual meeting of the members until their successors have been elected and qualified. In the interim between annual meetings or special meetings of members called for the election of directors, newly created directorships and any existing vacancies in the board of directors, including vacancies resulting from the removal of directors for cause, may be filled by the affirmative vote of the majority of the directors then in office, although less than a quorum exists or by the sole remaining director. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.”

“Each voting member in good standing shall be entitled to one vote on each matter submitted to a vote of the members. Any member may be removed or suspended at any time, with or without cause, by majority vote of the members. The by-laws of nsphdfc shall be subject to alteration or repeal, and new by-laws may be adopted by a majority vote of the members entitled to vote in the election of directors at any regular meeting or at any special meeting.”

“The form 990 is prepared by the finance department and reviewed and approved by senior management and the treasurer, an independent member of the board of directors. A full copy of the form 990 is distributed to the full board prior to filing.”

“Nsphdfc's conflict of interest policy is overseen and administered by its audit committee. Nsphdfc asks all officers, directors and key employees to complete a questionnaire, which requires disclosure of any conflicts of interest that would impact their duties and responsibilities to nsphdfc. This is to be completed by all incoming officers, directors, representatives of directors (at board meetings) and key employees, prior to commencement of service, and is to be updated on an annual basis. At the beginning of the year, all individuals must also disclose conflicts or potential conflicts immediately. Records of the completed questionnaires are kept by management. All conflicts of interest are reported to the board of directors, who must: 1) approve, in advance, that the reported related party transaction is fair, reasonable and in the best interest of the organization. Any member of the board with a conflict of interest does not participate in, and is not permitted to be present during, the voting or deliberations. 2) make its decision in reliance on appropriate data as to comparable arrangements to the extent they are available. 3) adequately document its decision and deliberations in the corporate records.”

“Nsphdfc's conflict of interest policy and governing documents are made available upon request. A condensed version of the audited combined financial statements, with auditor's opinion, is published in the annual report of long island partnership, inc. (lihp). Annual reports, as well as full versions of the most recent year's audited combined financial statements, are available on lihp's website at www.lihp.org.”

“Nsphdfc utilizes the services of many experts and professional volunteers who generously donate their expertise to support program and administrative needs. Volunteers include uncompensated board officers and board directors, whose chief function is to advance the organization's mission, and provide organizational oversight, support, and direction. Board officers and directors meet periodically to discuss and vote on the affairs of the organization. Many board officers and directors also volunteer additional time serving on various board committees. Nsphdfc also receives donated legal services annually from an attorney who serves as nsphdfc's ongoing board counsel.”

“The process has not changed from the prior year.”