Nysarc Inc Dutchess 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 53 chapters. Nysarc, inc. Dutchess county chapter (the chapter) is one division of the corporation. The corporation and the chapter's governing body is the board of governers 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 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 the chapter's board and board of governor's approval. Any action of the board of governors may be reviewed at the succedding 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 No action of the governors that affects the irrevocable rights of third parties may be rescinded.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 vote of all 53 chapters of nysarc, inc.”

“The form 990 is first reviewed and approved by management and the ways and means committee. During the review the committee will discuss with management any issues, concerns or recommendations resulting from the completion of the 990 tax return. Upon approval, the form 990 is distributed and presented to all nysarc, inc. Dutchess county chapter board members. Once 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 salary of the executive director is determined by the executive committee of the board. Historically, annual increases are based on amounts equal to the standard provided to the workforce. The salaries for key employees 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 organization makes its own governing documents, conflict of interest policy and financial statements available to the public upon request.”

“Change in interest in net assets of foundation 78,726.”

“The process has not changed from prior year.”