Catholic Guardian Services

“The Executive Committee of the Board has been delegated all powers of the Board (subject to certain exceptions mandated by the Not-for-Profit Corporation Law), and as such may act on behalf of the Board on matters needing attention during the time between Board meetings.”

“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-emailed 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, member of the Board of Directors and key staff must also complete an annual disclosure form and update the forms 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 and 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 2020.”

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