Catholic Guardian Services

“As contemplated and permitted by §712 of the New York Not-for-Profit Corporation Law and the Agency's By-Laws, the Executive Committee of the Board of Directors has authority to exercise all powers of the Board in relation to matters that arise between regularly scheduled Board meetings or when it is not practical or feasible for the Board to meet, but (a) the foregoing is subject to the specific limitations on such authority set forth in §712 and (b) irrespective of whether the Board is in session or otherwise available to meet, the Executive Committee has authority to approve the Annual Report of Directors to the Agency's member and the annual evaluation and compensation review of the Agency's Executive Director. All members of the Executive Committee are required to be and are incumbent members of the Board.”

“Catholic Charities Alliance is the sole member of Catholic Guardian Services.”

“The vote of a majority of the Directors of Catholic Charities Alliance is required for the election and removal of Board Chair and members of Catholic Guardian Services.”

“The vote of a majority of the Directors of Catholic Charities Alliance is required for various actions including: any amendments to the governing documents, any major debt or capital projects and a plan of dissolution and distribution of assets of Catholic Guardian Services.”

“Form 990 is prepared by the Fiscal Department and then reviewed by the CFO, Executive Director and independent auditors. It is then e-mailed to the Board Audit Committee for a detailed review and acceptance. After this review is complete, it is e-mailed to the other members of the Board of Directors for questions and comments. Once accepted, it is filed electronically, unless required otherwise, with the IRS.”

“The Assistant Executive Director for Human Resources monitors compliance with the conflict of interest policy. All employees receive a copy of the conflict of interest policy at the start of their relationship with the Agency and are covered by the policy. Employees at the Director level and above, members, committee members, members of the Board of Directors and key staff must also complete an annual disclosure form and update the form as necessary during the year. The Assistant Executive Director for Human Resources is responsible for making sure that all individuals to whom this conflict of interest policy applies receive a copy and sign the disclosure annually. In addition, this individual provides an annual written confirmation to the Executive Director noting that all appropriate persons have received a copy and signed the Disclosure. Any individual who feels that he or she may be aware of an actual or potential undisclosed conflict of interest should report all pertinent details in a memorandum to the Chair of the Board of Directors. Upon disclosure, the Board of Directors or relevant committee, in consultation with counsel if necessary, will evaluate all potential conflicts to determine if a conflict of interest exists. If it is determined that a conflict exists or that there is an appearance of a conflict, the transaction in question may be approved only upon a vote of a majority of the disinterested directors or a majority of the disinterested committee members. In presenting any recommendation to the full Board with respect to a transaction in which a committee member has an interest, the committee chair will disclose the particular member's interest to the full Board. Under no circumstances may a transaction be approved, which would violate the terms of any existing government contracts for funding of the Agency's programs.”

“The Board of Directors Executive Committee has an annual meeting to discuss the salary of the Executive Director, CFO and Associate Executive Director for Programs and Support Services positions. The persons serving in those positions are not allowed to be present at the meeting or involved in the process in any way. A schedule is prepared comparing similar positions from similar sized non-for-profit agencies using Guidestar and making phone calls. This process was completed for the Executive Director, CFO and Associate Executive Director for Programs and Support Services positions. This process is undertaken annually and was last completed in December of 2018.”

“The Agency's audited financial statements, conflict of interest policy and governing documents are made available to the public via mail upon request.”