Meals on Wheels Foundation of Western New York Inc

“The following changes were made to the governing documents during the year: 1. Audit committee. In addition to the president/ceo and the controller of the wny agency, the treasurer of the foundation shall each be an ex officio member of this committee. The audit committee shall consist solely of independent directors (as that term is defined herein) and shall: (i) oversee the accounting and financial reporting process of the foundation and the audit of the foundation's financial statements; (ii) annually retain or renew the retention of an independent auditor to conduct the audit and, upon completion thereof, review the results of the audit and any related management letter with the auditor; (iii) oversee the adoption, implementation of and compliance with the foundation's conflict of interest and whistleblower policies; and (iv) perform such other duties as are required under applicable law. 2. Officers. The officers of the foundation shall consist of a chair, a vice chair, a secretary, a treasurer, president/ceo, and such other officers that the board may elect or appoint. No employee of the foundation shall serve as chair of the board or hold any other title with similar responsibilities. 3. Related party transactions qualified. The foundation shall not enter into any related party transaction (as hereinafter defined) unless the transaction is determined by the board to be fair, reasonable and in the foundation's best interest at the time of such determination. Any director, officer or key employee (as hereinafter defined) who has an interest in a related party transaction shall disclose in good faith to the board, or an authorized committee thereof, the material facts concerning such interest. 4. Related party transaction deliberations. With respect to any related party transaction involving the foundation and in which a related party (as hereinafter defined) has a substantial financial interest, the board, or an authorized committee thereof, shall: (a) prior to entering into the transaction, consider alternative transactions to the extent available; (b) approve the transaction by not less than a majority vote of the directors or committee members present at the meeting; and (c) contemporaneously document in writing the basis for the board or authorized committee's approval, including its consideration of any alternative transactions. 5. Related party participation prohibited. No related party may participate in either deliberations or voting relating to matters set forth in this article; provided that nothing in this article shall prohibit the board or authorized committee from requesting that a related party present factual information concerning a related party transaction at a board or committee meeting prior to the commencement of deliberations or voting relating thereto.”

“An outside, independent accounting firm prepares the 990. It is then reviewed by the controller and the finance committee. A copy is also provided to all board members.”

“All board members complete a conflict of interest questionnaire on an annual basis. The questionnaires are then reviewed by the board chairperson and kept on file. If a conflict arises, the board chairperson and the president/ceo follow up with the board.”

“All employees and corporate officers are reviewed regularly. Appropriate raises are granted based on their performance and the performance of the foundation as a whole. In addition, the board uses various benchmarking methods and compares salaries and benefits to other area non-profit organizations.”

“The organization's form 990 is available on the organizations website, upon request, and on guidestar.org. The form 1023 is available upon request.”

“Governing documents, conflict of interest policy, and financial statements are available upon request.”

“There has been no change in the organization's process for selection of an independent accountant or the overview of the audit process from prior year.”