Rail-Volution

“The board of directors may elect an executive committee. The officers constitute the executive committee. The executive committee shall have the authority to make on-going decisions between board meetings and shall have the authority to make financial and budgetary decisions except for as stated in section 4 of the bylaws”

“The audit committee completes an initial review of the form 990, which is then distributed to the full board in advance of either the second or third board meeting of the year. The full board then discusses and approves the 990 by vote at that board meeting.”

“The organization has a comprehensive conflict of interest policy that covers all board of directors, officers, and staff. The policy defines what a conflict is, and how each person is to handle or avoid conflicts when possible. When a conflict does arise the policy clearly addresses the procedure necessary. At the first board meeting of each calendar year, members will be asked to complete a written form disclosing any actual or potential conflicts of interest. Should any board member become aware of a new actual of potential conflict of interest during the course of a calendar year, they will be required to amend their previously submitted conflict of interest form and provide it to mpact management. Upon disclosure of an actual or potential conflict of interest, the board shall determine by a vote whether further action, including abstention from voting and/or participation by the individual with the actual or potential conflict of interest, is necessary. Breaches of this policy are grounds for an appropriate board response.”

“In 2021, a committee of the board of directors determined ceo compensation as part of a ceo hiring process managed by an outside firm. The outside firm was used to compare to market data for the ceo position and was conducted in 2021. A similar board-driven compensation analysis was repeated in late q4 2023 for a new ceo hire wtih a start date in april 2024. The process described here was last completed in 2023.”

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

“Grace crunican was the interim ceo effective january 1, 2024. Grace stepped down from her duties as interim ceo on april 2, 2024 when kathleen horne took over the position and joined the board of directors. Grace was paid while she was interim ceo.”