Breathe Pennsylvania

“The following changes were made to the bylaws in 2014: 1. It was added that no person shall become a director unless nominated by the board development committee and then approved by a majority of the board of directors at a regular designated board meeting, unless otherwise allowed by the bylaws. 2. The maximum number of directors that shall not be exceeded was changed from 30 to 25. 3. It is now required that at least five days' written notice stating the time, place, and purpose of any special meeting shall be given to the board members entitled to participate. 4. It was added that any director may be expelled from membership with or without the assignment of any cause, upon a majority vote of all directors present at a duly convened meeting of the directors as the case may be, provided that written notice of the intention to expel and reasons therefore have been provided in the notice of the meeting. No director shall be expelled without having the opportunity to be heard at such meeting, but no formal hearing procedure needs to be followed. 5. Wording that stated any director may attend and vote at any meeting of the board of directors in person or by written proxy designating another member or members of the board to act and vote on his/her behalf was updated to any director may participate in a meeting of the board or any committee thereof by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear, clearly understand each other, and have the opportunity to vote just as if they were in the meeting in person. 6. In case of the death or disability of the president or of his/her inability from any cause to act, the individual that the board shall designate to assume the duties and exercise the power of acting president was changed from a vice president to a board member. 7. Wording that stated that the board may appoint or designate an assistant executive director who shall hold office at the pleasure of the board and who, when so appointed, shall act for the executive director during his/her absence or disability or when specifically directed to do so by the president, the executive committee, or the executive director, was removed. 8. It was added that the executive committee also now functions as the personnel committee. 9. The audit committee now shall be chaired by the president of the board. 10. The nominating committee was changed to the board development committee and is now required to, at least every other year, evaluate the board members' performance and attendance, and determine if they are an active and engaged board member. 11. The program of work and budget committee was changed to the business plan committee. 12. The endowment committee may now include individuals other than board directors who have special knowledge of or interest in the work of the endowment committee. 13. The fundraising committee was changed to the fund development and communications committee. 14. The marketing/public relations committee was removed.”

“The form 990 is reviewed by the executive director and the controller.”

“Directors are required to annually disclose conflicts by signing a conflict of interest disclosure statement listing all potential and actual conflicts of interest, even if they are questionable. The organization reserves the right to make the final determination with regard to all potential and actual conflicts of interest.”

“The executive director's compensation is reviewed by the executive committee using the staff performance evaluation form.”

“The organizations governing documents, conflict of interest policy, and financial statements are made available to the public upon request.”