Centro De Los Derechos Del Migrante Inc.

“The bylaws were amended to allow board members, whose terms are expiring, to vote on board elections.”

“The governing board assigns management the responsibility of reviewing the form 990 before it is filed.”

“Any director or officer with knowledge of an actual or potential conflict of interest on the part of that director or officer or any other director or officer of this corporation shall inform the board of the conflict. The board shall obtain disclosure of the financial interest and all material facts. The matter will be scheduled for discussion at the next regular board meeting, or if circumstances warrant, may be raised at an emergency meeting. After any discussion with the interested person, the interested person shall leave the meeting while the board determines whether a conflict of interest exists. If the board determines that a conflict exists, the board shall follow these procedures to address the conflict of interest: 1. The interested person may make a presentation to the board but after the presentation shall leave the meeting during the discussion of and the vote on the transaction or arrangement involving the conflict of interest. 2. The board shall investigate alternatives to the proposed transaction or arrangement. 3. After exercising due diligence, the board shall determine whether the transaction or arrangement is fair to the corporation. 4. The transaction must be approved by a majority of all the members of the board who have no direct or indirect interest in the transaction. 5. If a majority of the directors vote to approve the transaction or arrangement, we will consider a quorum to be present for the purpose of taking action, except that such transaction or arrangement cannot be approved by a single director. With respect to transactions in which a board member has an indirect interest as a result of being a compensated employee of an entity that contracts with this corporation for litigation support services to be provided by the corporation the executive director and board shall follow these procedures to address the potential conflict of interest: 1.the executive director shall notify the board, via email, of any contract for services which the corporation intends to enter into with an entity which employs any board member or corporation employee. 2. Board members will have 5 calendar days from the date the email is sent to object to, or ask for board consideration of the transaction. If no board member objects to or otherwise asks for consideration of the transaction the corporation may enter into the transaction. In the event that exigent circumstances do not allow for five days notice, the transaction may proceed following a polling of the board members by email or phone, which results in a majority approval of the transaction excluding any directly or indirectly interested board member. The transaction will be reported on at the next board meeting and included in the minutes. 3. If a board member objects to or otherwise requests consideration of the transaction the board will follow the procedures applicable to other potential conflicts prior to entering into the transaction. Records of the proceedings the board minutes shall contain: the names of the persons who had a conflict of interest, the nature of the financial interest, a summary of the discussion to determine whether a conflict was present, the vote as to whether a conflict was present, the names of the directors and officers present for the discussion and the vote related to the transaction or arrangement, a summary of the discussion, and a record of the vote taken.”

“In setting and reviewing the executive director's compensation, the board of directors reviewed the compensation of similar professionals in similar nonprofit organizations in the same geographic region. Last review was performed on 10/25/2012.”

“The organization makes its governing documents and financial statements available to the public upon request.”

“The organization has not changed its audit oversight process or process of selection of an independent accountant during the tax year.”