Catholic Community Relations Council of New York Inc

“The sole members of the organization are the archdiocese of new york and the diocese of brooklyn.”

“The sole members of the organization each have the ability to recommend four directors to serve on the governing body. The recommended directors are subject to the sole members approval. Vacancies of directors may be filled either by the recommendation by the archdiocese of new york if the vacancy results from the resignation, removal or absence of a director previously recommended by the archbishop or by the recommendation of the diocese of brooklyn if the vacancy results from the resignation, removal or absence of a director previously recommended by the bishop, subject to approval of the members.”

“A director may be removed, with or without cause, by a unanimous vote of the members. Amendment of the bylaws may be proposed by the board of directors, or by written request of a member. The bylaws may be amended at any meeting of the directors by two-thirds vote of all the directors then in office provided that notice of the proposed amendment with a copy of the proposed amendment has been sent to all directors at least ten days and not more than fifty days before the meeting and the members ratify such amendments at any meeting of the members by unanimous vote of the members. The certificate of incorporation of the corporation may be amended at any meeting of the members by unanimous vote of the members present, providing that a quorum exists and that notice of the proposed revision with a copy of the proposed revision has been sent to all members at least ten days and not more than fifty days before the meeting.”

“There are no committees with authority to act on behalf of the governing body.”

“Catholic community relations council of new york, inc. Has its form 990 prepared by an outside accounting firm and has established the following review process to ensure that the information reported is complete and accurate. When the form 990 has been prepared, reviewed by management and is ready to be filed with the internal revenue service, it is electronically sent to the board members of the organization for any comments. Any comments are then grouped, summarized and provided to the outside accountants. Each issue is documented and addressed until the return is finalized and approved for filing.”

“Neither an employee nor a volunteer of the corporation shall use his or her position with the corporation to further the manufacture, distribution, promotion or sale of any materials, products or services in which he or she has either a direct or an indirect financial interest. All directors shall abide by the corporation's written conflict of interest policy monitored by the archdiocese legal department. If a director or officer or key employee believes or is unsure if he/she has a potential or actual conflict of interest in a specific instance, or is a "related party", he/she shall consult with the board chairman or the committee chairman to determine if a conflict exists. The board or committee chairman may determine if a conflict exists or may convene the committee as a whole to reach a decision. In the alternative, if a matter is before the board and a director, officer or key employee for related party transactions believes that he/she has or may have a potential conflict, or may be a related party, the director or officer shall disclose the potential conflict to the board for an immediate determination. If a conflict of interest or a related party arrangement is determined to exist, the individual shall declare such conflict and refrain from voting, or making a decision, as the case may be, on the question of whether to authorize, modify the terms of or proceed with the transaction, advocacy position, or other matter in question. The individual may provide factual information and respond to questions, after having disclosed his/her interest, but must not exert undue influence on decision makers. Further, the person must not participate in the implementation or management of the matter. Upon the determination that there is a conflict of interest, the existence and resolution of the conflict of interest must be documented in the minutes of any meeting at which the conflict of interest was discussed or voted upon.”

“Occasionally, the board holds an executive session to discuss the performance and compensation of the executive director. The board reviews comparative compensations for local and national average comparable positions. This includes reviewing similar organizations form 990 filings. The board agrees that the compensation for the executive director is just and reasonable, and the approval is documented in the board minutes. This process last occurred in 2018.”

“The organization makes its form 990 available for public inspection as required under section 6104 of the internal revenue code. The return is posted on guidestar.org and other similar types of websites. In addition, the financial statements, articles of incorporation, form 990, form 1024, conflict of interest policy, governing documents and by-laws are also available upon written request or by calling the organization directly.”