Urban Affairs Coalition

“The executive committee shall be comprised of the chair, two vice-chairs, president/ceo, secretary, treasurer, co-chairs of the board committees, past board chair, and no more than four (4) at-large members. The executive committee shall have the full authority of the board of directors except that it shall not have the power to: (a) amend the by-laws or the articles of incorporation; (b) elect, appoint or remove any member of the board of directors; (c) amend or repeal any resolution of the board of directors; (d) adopt a plan of merger or consolidation with another entity; (e) authorize the sale, lease, exchange or mortgage of all or substantially all property and assets; (f) authorize the voluntary dissolution or adopt a plan for the distribution of the assets or; (g) approve any action or exercise any authority requiring the approval of more than a majority of a quorum of the board of directors under the laws of the commonwealth of pennsylvania, the articles of incorporation, or the by-laws. Any action taken on behalf of the full board shall be reported to the full board at the next board meeting.”

“The form 990 is prepared by an independent accounting firm and then emailed to the board members for their review. Board members are asked to review the form and submit questions and changes before the return is filed with the internal revenue service.”

“In connection with any activity or transaction that may represent a possible conflict of interest, a director, officer or volunteer must disclose the existence of his or her possible conflict of interest to the audit and finance committee and will be given the opportunity to disclose all material facts. The board's due diligence process includes annual review of the conflict of interest policy by uac counsel and governance committee. The policy is distributed to board members and required to be signed and returned to governance committee for review and forwarded to uac controller with a detailed list of any noted conflicts. The audit and finance committee may recommend measures to ensure that the transaction will not present a conflict of interest, or the appearance of a conflict of interest. The audit and finance committee may also refer the matter to the executive committee for its review. If the committee has reasonable cause to believe that a director, officer or volunteer has failed to disclose actual or possible conflicts of interest, it will inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. This process is overseen by the chief executive officer.”

“The uac performance evaluation process is based on employee-completed self-evaluation forms, manager-completed performance evaluations forms, and the most recent compensation study. A periodic compensation study is conducted by the human resources manager; benchmarking salaries, job title, job position, and similar size organizations using established industry reports and resources. All officers' compensation is reviewed and approved by the board of directors. The deliberation and final decision are timely documented in the board minutes. The process described here was last completed in 2023.”

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