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 990 is prepared by an independent cpa firm and reviewed by rail-volution staff. A copy of the return is then provided first to the audit committee of the board of directors for a detailed review and then to the full board for a final review. These reviews take place prior to filing with the irs.”

“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 beginning of each board meeting, members will be asked verbally whether they have a conflict of interest. Any issues would be noted in the minutes. If during a meeting, a board member has an actual or potential conflict of interest, the board minutes shall reflect that the conflict disclosure was made, the vote taken and, where applicable, the abstention from voting and participation by the individual with actual or potential conflict of interest. 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. Each year the committee also conducts a review of the ceo and determines any changes to compensation. These discussions are documented in committee minutes.”

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