Mazzoni Center

“During the tax year, the organization amended its bylaws as follows: 1) the board holds exclusive oversight authority for mazzoni center, and no individual, entity, or committee can override this authority. Collaborations or agreements with other entities cannot limit the board's required functions and powers. The board is responsible for approving the selection, evaluation, and dismissal of the peo, monitoring the health center's financial status, conducting strategic planning, approving program budgets and applications, services, and operational details, evaluating program performance, and establishing policies related to operations. Additionally, the board ensures compliance with federal, state, and local laws and regulations. Previously there was no provision regarding the board's authority and oversight duties. 2) the minimum number of directors changed from not less than seven to not less than nine. 3) the board will also make efforts to maintain and minimum number of 15 directors at all times but may function with 9 while working to recruit additional directors. Previously there was no provision to maintain a minimum of 15 directors. 4) at least 51% of board members at any given time must be patients of mazzoni center. A patient is any individual that has received at least one health care service within the last 24 months. Non-patient board members should provide relevant expertise including healthcare experience, community affairs, local government, finance and banking, legal affairs, trade unions and other commercial and industrial concerns, or social services. Non-patient board members should also not derive more than 10% of their annual income from the healthcare industry. Mazzoni center employees and their immediate family members cannot be board members. Previously there was no provision for non-patient board members. 6) the governance committee and recruitment committee have been consolidated into one committee known as the governance and recruitment committee. 7) an outgoing board president is eligible to be appointed by an incoming board president as an ex officio member for up to an additional year. Previously all directors were limited to serving two consecutive three-year terms. 8) previously, any director could be removed from office without cause by a 75% vote of the members of the board. This provision has been removed. 9) board members may take a leave of absence during their term for up to 1 year. If this leave would reduce the number of directors to less than 15, the president may end the leave and recall the director with advance written notice. Previously there was no such provision. 10) officers of the board will not include non-board officers such as the chief executive officer, chief financial officer, chief medical officer, or chief operating officer. Previously, officers of the board included these non-board officers. 11) directors of the board can delay the elections of officers by 90 days in extenuating circumstances. Previously there was no such provision. 12) the vice president of the board will oversee all board committees and act as the liaison between committee chairs, the executive committee and the board president. Previously there was no such provision. 13) the board treasurer will now sit as a member of the mazzoni center's 403b trustee committee. Previously this was not the role of the treasurer. 14) the board president has the authority to approve and remove an additional non-officer director as an at-large voting member of the executive committee, with any removal communicated to the full board in writing. Previously there was no such provision. 15) the executive committee will appoint all standing committee chairs not specifically set by the bylaws. Previously there was no such provision. 16) previously any transaction exceeding $5,000 and involving a possible conflict of interest must be presented to the board or executive committee. There is now no transaction amount threshold.”

“The form 990 is prepared by an independent accounting firm and is reviewed by the cfo and designated board/committee members. Prior to filing, the entire board receives a complete copy of the return.”

“All directors and officers are subject to the conflict of interest policy. An interested person is a person who has, directly or indirectly, through business, investment or family: (1) an ownership or investment interest in any entity with which mazzoni center has a transaction or arrangement, (2) a compensation arrangement with mazzoni center, (3) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which mazzoni center is negotiating a transaction or arrangement. A financial interest is not necessarily a conflict of interest. A conflict of interest will exist only if the board or executive committee decides that such conflict exists. An interested person must disclose the existence of the financial interest to the board or executive committee. After making the presentation regarding a transaction or arrangement involving the possible conflict of interest, the interested person shall leave the meeting during the discussion and the vote. Any transaction exceeding $5,000 and involving a possible conflict of interest must be presented by staff to the board or executive committee. The board or executive committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in mazzoni center's best interest, and whether it is fair and reasonable. Each director and officer shall annually sign a copy of the conflict of interest policy.”

“The process for determining the president & ceo's compensation was set by benchmarking with similar organizations, discussed with the executive committee, and approved by the board. The board approved the ceo's salary for the fiscal year by way of approving the budget for fiscal year 2024. The process for determining compensation for other officers and key employees of the organization includes using market benchmarks and comparability data from other organizations of comparable size in the same market. Other officer and key employees compensation is then formalized in a contract agreement.”

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

“Change in value of interest rate swap agreement -35,862.”