Nysarc Inc Putnam County Chapter

“The organization recently approved changes to its by-laws resulting in a reduction in the size of its board. Prior to this change, each chapter was entitled to between 1 and 6 seats on the board of governors based on that chapter's membership resulting in a board of approximately 150 members. The new structure caps the size of the board at one for each chapter, who now receive a weighted vote of between 1 and 10 based on a published chart of the number of members.”

“Nysarc, inc. Is a unitary corporation consisting of its 52 chapters. Nysarc, inc. Putnam county chapter is one division of the corporation. The corporation and chapter's governing body is the board of governors representing the individual membership in each chapter's jurisdiction. Each chapter has one primary and one alternate governor with a weighted vote based on membership. The corporation through its bylaws delegates day-to-day operating authority to the chapter's board of directors. The executive committee of the board of governors(see part vi, line 7a below) comprises the corporation's elected officers and nysarc, inc. Form 990 fy2017 guidance for chapters exercises all powers of the board of governors between plenary meetings of the governors.”

“The organization's members elect the officers and directors of the chapter annually. In turn, those chapter board members nominate the officers and directors of the corporation.”

“Chapter bylaw amendments are subject to board of governor approval. Any action of the board of governors may be reviewed at the succeeding delegate assembly. No action of the governors that affects the irrevocable rights of third parties may be rescinded. Corporate nysarc, inc. Bylaw amendments are subject to approval by a majority of vote of all 53 chapters of nysarc, inc.”

“Each chapter must have a process for its board of directors to review the form 990. The putnam county chapter's process is as follows:the completed 990 is provided to each chapter board member for review and approval. Board members and the finance committee review the 990 and ask management and address any questions regarding the return before it is filed. Once the 990 is approved and filed, a copy of the form 990 is provided to the board of governors of nysarc, inc.”

“Prior to election to the board or as an officer, and annually thereafter, all directors and officers shall disclose in writing, to the best of their knowledge, any interest in any corporation or other organization which provides goods or professional or other services to the chapter for a fee or other compensation. If at any time during his or her term of service a director or officer has any interest which may pose a conflict of interest at any time during that director's or officer's service, he or she shall promptly disclose the material facts of that interest in writing to the finance and budget committee of the board. When any matter in which a director or officer has an interest comes before the board or any committee of the board for decision or approval, that interest shall be immediately disclosed to the board or the committee by that director or officer. No director shall vote on any matter in which he or she has an interest.the board or members of a committee may, by majority vote, ask any director or officer who has an interest in a matter not to participate, or to leave the room at the board meeting or committee meeting in which discussion regarding that matter is carried on; provided, however, that the interested director or officer may participate in any discussion regarding his or her exclusion.”

“The compensation package for the chapter's executive director is determined and approved by the board of director's and is documented by board meetings minutes. There is also a written contract which is reviewed and approved. The salaries for officers of the organization are determined by the executive director of the organization in consultation with the director of human resources and held within market standards and the ability to pay. The process was last done in 2017”

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

“Loss on extinguishment of debt -257,007.”

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