Smart Futures

“The organization amended the bylaws as it relates to modernizing the npcl to allow for more flexible governance practices during crises and pandemics and to protect volunteer directors from liability.”

“Form 990 is reviewed by the executive director and a copy is provided to the board prior to filing.”

“In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the directors and members of committees with board delegated powers considering the proposed transaction or arrangement. An interested person shall complete a questionnaire to fully and completely disclose the material facts about any actual or potential conflicts of interest. The disclosure statement shall be completed upon his or her association with the corporation and shall be updated as necessary thereafter. An additional disclosure statement may be necessary at such time as an actual or potential conflict arises. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. An interested person may make a presentation at the board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. The chairperson of the board or committee shall, if appropriate, appoint a disinterested or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the board or committee shall determine whether the corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest and for its own benefit and whether the transaction is fair and reasonable to the corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. If the board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“Policy for determining compensation: a periodic review is conducted to determine whether compensation arrangements and benefits are reasonable and are the result of arm's-length bargaining; and whether agreements to provide any compensation and/or benefits to any interested person further the corporation's charitable purposes and do not result in inurement or impermissible private benefit. In conducting the periodic reviews provided for above, the corporation may, but need not, use outside advisors. If outside advisors are used their use shall not relieve the board of its responsibility for ensuring that periodic reviews are conducted.”

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