Service Management Group Inc

“The board of directors has an executive committee consisting of at least three members of the board of directors. The executive committee has the authority of the board of directors in the management of the organization's business in the interval between meetings of the board of directors, except that the executive committee does not have the authority and power to elect or remove directors, create new officer positions, elect or remove officers, amend the articles of incorporation or bylaws, adopt a plan of merger or consolidation, authorize the sale or other disposition of all or substantially all of the organization's property and assets, authorize or revoke a voluntary dissolution of the organization, take any action that requires the affirmative vote of more than a majority of the directors voting on a matter under the bylaws, or take any other action that applicable law requires be taken by the full board. The executive committee conducts an annual review of the ceo's performance based on previously established and clearly articulated performance objectives and general organizational performance, and makes a recommendation to the full board of annual compensation based on the performance review. The executive committee is at all times subject to the control of the board of directors.”

“The bylaws were amended in 2019 to change board members' terms from 2 years to 3 years.”

“A complete copy of the form 990 was provided to all members of the board before filing the form. The chief executive officer signed the filing copy after its submission to the board.”

“Directors and officers have a duty to disclose any potential conflict of interest to the governance committee prior to any consideration by the board or any committee of the board. After consideration, the disinterested members of the governance committee shall determine whether a conflict exists. If the governance committee has a reasonable cause to believe a director or officer is in violation of the policy, the director or officer will be informed and afforded an opportunity to respond to the alleged failure to disclose. Upon hearing the response, the governance committee will determine if a failure to disclose did occur and if so, will recommend the board take disciplinary and corrective action.”

“Beginning in 2018 and continuing into 2019, and using the considerable expertise of carlson dettman, a nationally recognized consulting firm specializing in compensation matters, smg completed a thorough job documentation, analysis and evaluation review of all positions. This detailed review resulted in updating certain job descriptions and created a new smg pay plan based on reflective of marketing pricing resources including local, state and national benchmarking. The new pay plan was initiated effective january 1, 2020. The ceo's compensation was reviewed and approved by the board of directors. The compensation of other officers was reviewed and approved by the ceo.”

“The organization's governing documents, conflict of interest policy and financial statements may be obtained upon request.”