Wesley Community Services Inc

“The board has a committee designated to meet reviewing the activity of wcs. All board meetings include minutes documenting discussion and action items. The executive committee is comprised of the chair of the board, the president/ceo, and at least three directors selected by vote of the board of directors. Except for the president/ceo all members of the executive committee must be members of the board of directors. The executive committee has all the authority of the board (except as noted below) but limits itself to matters that require immediate action and cannot wait until the next scheduled board meeting. The executive committee shall have no authority to amend the articles of incorporation, the bylaws, or adopt a plan of merger or consolidation. The executive committee shall report on its actions at the next meeting of the board of directors and such actions shall be subject to revision and alteration of the board.”

“Wesley community services, inc. Pays wesleylife, a related organization, fees to perform management services for the organization.”

“Wesleylife, an exempt 501(c)(3) supporting organization, is the sole corporate member.”

“Wesleylife elects the board members of wcs. If there are any vacancies in the board of directors, they are filled by wesleylife.”

“Approval of the following matters are reserved exclusively to the member: 1. Approval of changes to the articles of incorporation or bylaws; 2. Appointment of, or removal of, with or without cause, the members of the board of directors; ability to fix the number of board of directors; 3. Approval of the incurrence of debt; 4. The sale, transfer, or substantial change in use of all or substantially all of the assets, divestitures, dissolutions, closures, mergers, consolidations, or changes in corporate membership; 5. Approval of the transfer or encumbrance of the assets; and 6. Approval of the annual operating budget and capital plan.”

“The board will have the opportunity to review the 990 in advance of filing.”

“The corporation communicates the conflict of interest policy annually to board members and requires board members to complete an annual statement describing actual or perceived conflicts of interest. If any conflicts arise, the board must follow the procedures specified in the policy to resolve the matter. With respect to the board members, a person who has a conflict of interest is deemed an interested director. The interest director shall not participate in the vote regarding his/her potential conflict and, depending upon the circumstances, may not be permitted to participate in the discussion regarding the issue. No interested director shall be permitted to vote in matters in which he/she has a conflict of interest. With respect to employees, the president, in consultation with other unbiased managers, shall determine whether a conflict of interest exists. After exercising due diligence, including investigating alternatives to a transaction or arrangement that gives rise to a conflict of interest, the president shall determine whether the corporation is able to obtain with reasonable efforts, a more advantageous transaction or arrangement from another individual or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not available, the arrangement or transaction may go forward if the president determines that the transaction is fair and in the best interest of the corporation.”

“The organization participates in an annual 3rd party compensation study. The survey database includes data from 103 multi-site organizations representing 1,502 executives. Compensation data is collected for 18 different executive positions. The survey delivers what is viewed as the highest quality of benchmark information and professional services to the non profit, aging services field. The report features: - analysis of executive compensation governance processes. - detailed financial profile of all participants, presented by revenue, assets, fte's, and geographic region. - comprehensive analysis of cash compensation practices and benefits. - data summary tables with a full range of statistical analyses displaying compensation by different organizational scope. - geographical analysis including regional differences. - analysis and reporting of deferred compensation practices. The board of directors, through delegated function to the executive committee, sets the president/ceo compensation design annually based on performance, development, and peer group within the compensation study. There is a formalized compensation philosophy that is set into policy that covers all executives and officers of the organization. Compensation is determined on the consolidated view of the organization and all related entities, and allocated based on a time percentage. The president/ceo sets compensation for all other officers based on performance, development, and peer group within the compensation study. The last review process was conducted in 2023 and is done annually.”

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

“The organization is reporting 0 w-2s filed in form 990, part v, line 2 because all forms w-2 are filed by wesleylife, a related organization, as the common paymaster. However, the organization is reporting compensation in form 990, part vii, section a for each employee because each employee splits their time and services between the related organizations so a portion of their compensation is attributable to the filing organization.”

“No change in the process from prior year.”