Mazzoni Center

“The board shall have an executive committee consisting of the officers of the board and the ceo as a non-voting officer. The immediate past board president shall serve on the executive committee for one year following the end of their term as president, provided they remain an active director. The executive committee shall have authority to act only during intervals between meetings of the board and shall have and may exercise the authority of the board in the management of the ordinary business and affairs of the corporation except that the executive committee shall not have the authority of the board in reference to: 1) amending the articles of incorporation 2) amending, altering or repealing the bylaws 3) filling vacancies in or removing members of the board or of any committee appointed by the board 4) adopting a plan of merger or adopting a plan of consolidation with another corporation 5) authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation 6) authorizing the voluntary dissolution of mazzoni center or revoking proceedings therefore 7) adopting a plan for the distribution of the assets of mazzoni center 8) amending, altering, or repealing any resolution of the board which by its terms provides that it shall not be amended, altered or repealed by such committee. The delegation of authority shall not operate to relieve the board or any individual director of any responsibility imposed on it or him/her by law. The executive committee shall report its activities at each board meeting.”

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

“The organization provides a continuum of prevention and care services, including hiv counseling and testing, primary medical services, transgender specific medical care, mental health and substance abuse services, case management, housing, nutrition and food bank services, education services and legal services. The organization provides services to patients and clients regardless of their ability to pay for those services. The organization defines and measures its "investment in and "partnership with" the community through offering our low-income and/or uninsured patients and clients services at reduced cost or free of charge, as defined under its financial assistance departmental policies. Key elements used to determine eligibility include a patient's demonstrated inability to pay based on family size and household income related to federal income poverty guidelines. Because the organization does not pursue collection of amounts determined to qualify for financial assistance, they are not reported as revenue. The organization has estimated its costs of providing charity care by reducing the amount collected from patient ability to pay to the actual cost of delivering the service. Using this methodology, the organization has estimated the costs foregone for services and supplies furnished under the organization's financial assistance policy aggregated approximately $402,000 for the year ended june 30, 2022.”

“Change in value of interest rate swap agreement 621,348.”