Diversified Family Services Inc

“Members shall be eligible to vote from the proposed ballot of the Board of Directors at the annual meeting. Each member shall be entitled to one vote on any matter to be submitted to a vote of the members.”

“The 990 is emailed to the members of the Board, prior to submission. The Audit/Finance Committee reviews the 990 and makes recommendations for revision. The Audit/Finance Committee recommends the acceptance of the 990 to the Board.”

“Where an actual or potential conflict exists between interests of dFs and an interested party, dFs will refrain from the proposed action or transaction until such time as the proposed action or transaction has been approved by the disinterested members of the Board of Directors. The Director's presence may be counted in determining quorum for any vote with respect to a dFs business transaction which he or she has a possible conflict of interest. However, the interested party, who has the actual or potential conflict of interest, shall not participate in any way, or be present during the deliberation and decision making of dFs with respect to such actions or transactions. The interested party may, upon request, be available to answer any questions or provide material factual information about the proposed action or transaction. The disinterested members of the Board may approve the proposed action or transaction upon finding that it is in the best interest of the organization in which the terms are at least fair and reasonable to dFs as those which would otherwise be available to dFS if it were dealing with a party or entity that is not an interested party. Approval by the disinterested members of the Board shall reflect that the conflict disclosure was made, the vote was taken, and that the interested party abstained from the discussion and voting. A written record of any possible conflict and of any adjustment made to avoid possible conflicts of interest shall be kept in the Board file.”

“The Compensation Review Committee of the Board of Directors reviewed the wages & benefits for the Executive Director and key employees (Controller, Program Director, and Administrative Officer). The primary guidelines for external competitiveness will be at least the median salary, but will strive to be an organization that leads the market. The median salary of agencies will be determined by "Budget Size" and "Agencies Outside of Allegheny County" in the most recent "Wage and Benefit Survey of Southwestern PA Nonprofit Organizations." Secondary factors were taken into consideration depending upon the specific positions were "Primary Source of Funding"; "Number of Employees"; and "Level of Education Required." Also taken into consideration for key employees are "Number of Years in Position" and "Number of Employees Managed" will be considered. Compensation could be linked to individual employee performance (merit increase), flat increase (all employees receive a set dollar amount), or by market adjustments. The Board of Directors is responsible for hiring, and establishing the compensation (salary and benefits) of the executive director/CEO by identifying compensation that is "reasonable and not excessive." The recommendation process for determining the appropriate compensation is to conduct a review of similarly-sized peer organizations, in the same geographic location, and what they offer their senior leaders. Also, the number of employees managed and number of years in the position are taken into consideration for key employee compensation. The Board will utilize Guidestar which includes data from the agency 990s to be reviewed and displays the Executive Director's salary. The Board will approve Senior Management (Controller, Program Director, Administrative Officer), and the Executive Director's compensation. The Compensation Review Committee recommended salary & benefits which were approved by the full Board of Directors.”

“The agency's 990, which includes financial statements, is posted to Guidestar. The mission statement is on the agency brochure and also on the agency website. The articles of incorporation and bylaws are on file with the PA Corporation Bureau. Board minutes and the annual financial statements are available upon request.”