Lutheran Social Services Housing Inc

“The Board may establish an Executive Committee consisting of the officers of the Corporation and such Board Members as may be appointed by the Board. The Executive Committee will have authority to meet and take action on items between board meetings provided such actions are consistent with directions and authorizations by the Board to the Executive Committee. During the fiscal year the Board did not utilize an Executive Committee although it was authorized to do so.”

“Jessica Thomasson, John Phillips, Sarah Elliott, and Joan Penner have a business relationship with each other and with David Walth, Bishop Mark Narum, and Melanie Stillwell. Jessica, John, Sarah and Joan are all employees of Lutheran Social Services of North Dakota in which Jessica, Joan, Sarah, Melanie, Mark, and David each serve as board members or officers.”

“The relationship between Lutheran Social Services Housing, Inc (LSS Housing) and Lutheran Social Services of North Dakota (LSS ND) is detailed in a memorandum of agreement (MOA) reviewed and approved by each organization's board of directors. In brief, LSS Housing contracts with LSS ND for several administrative support services (Ex. Payroll, Information Technology, Office Space). Both the President/CEO, Vice President/Secretary and CFO/Controller functions of LSS Housing are contracted to LSS ND employees (covered under the aforementioned MOA). See part VII for compensation paid to the President/CEO, Jessica Thomasson, Vice President/Secretary, John Phillips, CFO, Joan Penner and Controller, Sarah Elliott by LSS ND. The President/CEO, Jessica Thomasson, Vice President/Secretary, John Phillips, Treasurer, Joan Penner and Controller, Sarah Elliott are paid by LSS ND, however the compensation is reimbursed by LSS Housing Inc. for services provided to LSS Housing Inc. See part VII for amounts of compensation received by the President/CEO, Vice President/Secretary, Treasurer and Controller for services provided to LSS Housing Inc.”

“The bylaws were amended to allow for staggering of terms. To accomplish this one new board member will have an initial term of one year and one new board member will have an initial term of three years. The one year term will be appointed by LSS Housing and approved by LSS ND. The new initial three year term will be appointed by LSS ND. The number of board members appointed by LSS ND was changed from three board members to no more than forty-nine percent. The number of voting members appointed by LSS Housing was changed from four to no less than fifty-one percent. When filling vacancies board members completing their third three-year term as directors shall be assigned an initial term of one, two or three years based on a balanced staggering of terms for the board of directors.”

“The sole member is Lutheran Social Services of North Dakota.”

“Prior to January 17, 2017, the governing body of Lutheran Social Services Housing, Inc consisted of 3 board members that were selected by Lutheran Social Services of North Dakota, and 4 board members that are selected by the board of Lutheran Social Services Housing and approved by Lutheran Social Services of North Dakota. In January 2017 the bylaws were amended to state that Lutheran Social Services of North Dakota shall select no more than forty-nine percent of the voting members of the Board and the terms of those board members will be three-year terms.”

“The member (Lutheran Social Services of North Dakota) must approve a resolution to dissolve the corporation.”

“The bylaws allow for an Executive Committee but there was no such committee during the year or other committee with authority to act on behalf of the governing body.”

“The organizational staff will review and assist in preparation of the Form 990. Prior to being filed, the Form 990 will also be given to the board of directors for their approval.”

“The conflict of interest policy covers members of the board of directors, staff, volunteers and consultants of the organization. Board members having a conflict of interest may not participate or act with respect to the contract or transaction unless the contract or transaction is shown to be fair and reasonable; the material facts and the board member interest are fully disclosed; and, the transaction is approved in good faith by two-thirds of the board members entitled to vote, not counting any vote of the interested board member. Determinations of whether a conflict exists are made at the program director level. If the conflict of interest involved the program director, it would be determined by the CEO. Actual conflicts are reviewed by the program director, CEO and if necessary, the board of directors.”

“Compensation is determined by the related organization, Lutheran Social Services of North Dakota. The President of the Board works with the Chief Talent Officer on a format for electronic review of compensation. This review could also include some employees and/or outside interests such as peers and pastors. The President of the Board receives the overall organization compensation increases. A committee meets to discuss review results, percentage increase and any other potential increase such as bonus or merit pay. Comparability data is also examined. The CEO's compensation is discussed with the full board of directors. The compensation package goes into effect on the CEO's anniversary date. The Organization does a similar review using comparability data for all officers at least every 5 years. Form 990, Part VI, Line 16: Joint Venture Policies All joint ventures in which the Organization participates are governed by operating agreements or limited partnership agreements that restrict those entities to purposes that conform to those of an organization operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Service Code as amended from time to time.”

“The organization does not make its governing documents, conflict of interest policy or financial statements available to the public.”

“Compensation: The compensation reported in Part IX, Lines 5-10 represents the amount of compensation paid by Lutheran Social Services of ND, a related organization, that was reimbursed by Lutheran Social Services Housing, Inc. for services provided to Lutheran Social Services Housing, Inc. Since all payroll documents including the W-3 and W-2s are issued by Lutheran Social Services ND, a related organization, Lutheran Social Services Housing, Inc. does not issue a W-3 and reported 0 in Part V, Line 2a.”