Women'S Foodservice Forum

“Delegation of authority: the executive committee consists of the chair, chair-elect, treasurer, and four at-large members of the board of directors appointed by the chair. The ceo shall serve as an ex-officio non-voting member of the executive committee. The executive committee has the full power and authority to fulfill directives from the board of directors, and exercise all the authority of the board of directors, except those matters specifically reserved to the full board by law.”

“The organization has two classes of members (individual and corporate) who shall be in agreement and support of the purposes of the organization, pay all membership dues and fulfill any other requirements that the board of directors may establish.”

“Member election and decision abilities: members in good standing elect the board of directors and transact any other business that may come before them at the annual meeting.”

“Review of form 990: the form 990 will be made available for review by the women's foodservice forum board of directors. The form 990 is reviewed by the chairman of the board before filing with the irs.”

“Written conflict of interest policy: the conflict of interest policy covers board members, officers, and senior staff of the organization. Full disclosure, by notice in writing, is required to be made by individuals with potential conflicts of interest to the governance and nominating committee and their chair of the board. The chair of the board will determine whether to: (a) take no action; (b) assure full disclosure to the board of directors and other individuals covered by this policy; (c) ask the person to recuse from partcipation in related wff discussions or decisions; or (d) ask the person to resign from their wff position or, if the person refuses to resign, become subject to possible removal in accordance with removal procedures in the bylaws. The president and ceo and chief staff finance executive will monitor proposed or ongoing transactions for conflicts of interest and disclose them to the board chair in order to deal with potential or actual conflicts, whether discovered before or after the transaction has occured.”

“Form 990, part vi, section b, line 15a: review of ceo or top mgmt official compensation: the organization has created a compensation committee as a standing committee. Specific duties include review of the president and ceo compensation plan including benefits on an annual basis. The committee periodically requests and considers benchmark data for their use in determining compensation. Compensation committee minutes are documented and kept on file. The minutes do not specify details; however, do document that the committee did discuss and approve the compensation of the ceo and direct reports to the ceo. The last review was conducted on october 5, 2023. Form 990, part vi, section b, line 15b: review of other officer or key employees compensation: on october 5, 2023, the organization made use of the compensation committee for the review of compensation of other key employees. The committee periodically requests and considers benchmark data for their use in determining the compensation. The compensation committee minutes are documented and kept on file.”

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

“The board of directors assumes the responsibility for oversight of the audit of its financial statements and selection of an independent accountant. This process has not changed from prior years.”