Spf-I-Roch

“The board of directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of one or more directors, and such other persons as the board of directors may designate. The committees, to the extent provided in said resolution and not restricted by law, shall have and exercise the authority of the board of directors in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed upon it, him or her by law.”

“Alliance, inc. Acts as the management of spf-i/roch which is a related and wholly owned entity of alliance, inc. Daily management decisions are made by alliance, inc. Patrick phelan, lawrence prindaville, and teresa good perform management duties for this organization. See part vii for their compensation. Spf-i/roch paid a management fee to alliance this year of $6,624.”

“Per the organization's by-laws, the corporation shall have one voting member which will be alliance, inc., an illinois not-for-profit corporation.”

“Per the by-laws the sole member may elect the board of directors at its annual meeting.”

“Per the by-laws the board of directors may not take any of the following actions without consent of the sole member. 1) adopt any annual or long-term capital or operational budgets of the corporation or any changes therein exceeding ten percent(10%) of the total annual budget; 2) adopt any new, or any changes to existing, long-term or master institutional plans of the corporation; 3) adopt a plan of dissolution of the corporation 4) authorize the corporation to engage in, or enter into, any transaction providing for the sale, mortgage or other disposition of all or substantially all of its assets; 5) adopt a plan of merger or consolidation of the corporation with another corporation; 6) approve any contributions, grants, or loans by the corporation to any organization or corporation other than the sole voting member of the corporation or an affiliate (as hereinafter defined in section 12 of this article), the sum of which exceeds $25,000 for any fiscal year; 7) organize or acquire, or authorize or permit the organization or acquisition of, any subsidiary of affiliate of the corporation; or 8) authorize the corporation to make any previously non-budgeted expenditure in excess of $100,000 (the excess of any proposed expenditure over the previously approved budgeted amount shall be deemed a non-budgeted expenditure).”

“A draft copy of form 990 is provided to the governing body (board of directors) for review prior to filing. The organization's director and other members of the accounting department are also provided a copy of the return for their review. If changes are necessary, they are reported to the return preparer and incorporated into the final return.”

“The conflict of interest policy covers employees, directors, officers and board members. According to the policy, an individual must disclose the existence of the financial interest and be given the oportunity to disclose all material facts to the directors. Once all facts are disclosed, the remaining board will vote on whether a conflict of interest exists. The board will also discuss other alternatives and determine whetehr the transaction or arrangement is in the organization's best interest and whether it is fair and reasonable. Conflict of interest discussions are documented in the minutes of the board of directors. If the board has reasonable cause to believe an interested person has failed to disclose an actual or possible conflict, it shall inform the person, and give him/her an opportunity to explain the alleged failure to disclose. The board shall then take appropriate action.”

“These documents can be obtained upon request.”

“The organization maintains a board of directors which is responsible for oversight of the audited financial statements. The board is also responsible for the selection of the independent auditor.”