Nexus-Kindred Family Healing

“The board of directors may, by majority vote of all directors with voting rights, designate three or more of its members as an executive committee which shall have and exercise the authority of the board in the management of the business of the corporation between meetings of the board. Both the chairperson of the board and the president shall be members of any executive committee, and the chairperson shall chair its meetings. The executive committee shall at all times be subject to the control and direction of the board. The executive committee shall maintain minutes of each meeting and report the same to the board of directors at the next board meeting. A majority of the committee members shall constitute a quorum, and the committee shall take action by majority vote of all committee members at a meeting or by written action signed by all committee members. Vacancies shall be filled by the board. The committee shall fix its own rules of procedure. The committee shall meet at the direction of the board and also at the call of any member of the committee.”

“Michelle murray (ceo and president), scott mcguire (cfo/treasurer), margaret vimont (chief growth officer), and jennifer mcintosh (chief hr officer) are officers/directed at a related organization. Therefore a business relationship exists between these individuals.”

“The organization's sole member is nexus family healing, a related nonprofit organization.”

“Nexus family healing, the sole member, has reserved powers related to: a) any sale of all or substantially all of the corporation's assets, or any acquisition of , or merger or consolidation with, any other person or entity; b) any changes to the corporation's articles of incorporation or bylaws; c) any action that might, in the reasonable judgment of the governing member, jeopardize the tax-exempt status of the corporation or of the governing member; d) any establishment of mandatory parameters and guidelines for the corporation's capital and operating budgets for any year; e) any modification or amendment of any capital or operating budget of the corporation in excess of 5% in the aggregate; f) any establishment of mandatory parameters and guidelines for strategic plans of the corporation, and of any material modifications to approved plans;”

“The form 990 is reviewed by the cfo prior to filing.”

“The organization monitors and enforces its conflict of interest policy. The conflict of interest policy is included in the employee handbook which is given to all new hires who sign that they have reviewed and understand all policies and expectations contained in the handbook. Supervisors and management ensure adherence to the policy. If violations are suspected, staff can use an anonymous reporting phone line (red flag reporting) operated by a third-party service to report suspected violations. The third-party operator submits all reported items to corporate hr for follow-up. There is also a conflict of interest policy for the board which is reviewed and signed annually. Board members are required to self-disclose conflicts. If a board member becomes aware of a potential conflict, it is discussed with the chairperson. If a conflict of interest exists, the board member is expected to recuse him/herself from the vote on any item that would represent a conflict.”

“All officers of the organization, except for the executive director and regional director, are compensated by a nexus family healing, a related organization. Nexus family healing has an established compensation philosophy approved by its board of directors. Current practice for executive compensation is to utilize an outside consulting firm every three years to price all executive positions to the marketplace and establish new salary ranges which are approved by its board of directors. Merit reviews are conducted annually and corresponding merit increases are determined for the ceo by its board of directors, with all position merit increases being determined by the ceo utilizing established documented protocols. The executive director and regional director compensation is determined using a similar process. The process described here was last completed in 2023.”

“Financial statements are made available on the organization website. Conflict of interest policy and governing documents are available upon request.”