Gesher Human Services

“Periodically, the executive committee will meet in lieu of a full board meeting. The executive committee is comprised of the chairperson and vice chairpersons of the corporation, the chairpersons of the standing committees, and such other trustees as appointed by the chairperson. The chairperson acts as chairperson of the executive committee. Unless otherwise provided by action of the board, the executive committee has all powers of the board between meetings of the board, except the executive committee does not have the power to (a) select the chairperson or vice chairperson, (b) elect board members or fill board member vacancies, (c) select the corporation's president, (d) amend bylaws, or (e) amend the articles of incorporation.”

“The following board members have family relationships: dennis bernard and hadas bernard”

“Board of trustees bylaws amendments the bylaws of jvs were amended and approved by the jvs board of trustees at its june 18, 2019 meeting. In addition to non-substantive amendments to the bylaws for clarification, the following were also added: 1) the board composition was reduced from between 20 and 50, to 20 and 45; 2) under section 3.5 voting, a section 3.5(c) was added to include: written consent - unless otherwise restricted by the michigan nonprofit corporation act, the corporation's articles of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of trustees or the executive committee may be taken without a meeting, if a majority of the members of the board of trustees or the executive committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes or proceedings of the board of trustees or the executive or committee. 3) in article 4 committees, the following changes were made: in article 4.1 executive committee, the chairperson has the authority to appoint a former trustee to serve on the executive committee as an ex-officio member in a non-voting capacity. Article 4.2 committees, the nominating committee responsibilities were updated to remove the leadership development committee duties in assisting with the nominating process for elected members to serve as trustees. Article 4.4 advisory committees, was updated to eliminate advisory committees and provide the authority to the chairperson of the board of trustees, at their discretion, to establish advisory committees chaired by a standing board member appointed by the chairperson, and each committee membership comprised of community stakeholders with related interest and/or expertise, as warranted to support agency operations and subject to the direction and responsibilities of the board.”

“The audit committee is responsible for the review of the form 990 and has authority to act on behalf of the governing body in regard to the form 990. Each committee member receives a copy of the form 990 and is able to provide feedback and changes prior to the return being finalized for filing. A copy of the audit committee approved form 990 is distributed to the entire board of trustees prior to filing. Appointment to the audit committee is through a vote of the board of trustees.”

“Jvs has a code of ethics and a conflict of interest policy that is distributed to and reviewed with all new board members and redistributed annually to the entire board as a reminder. The jvs board of trustees annually complete a conflict of interest statement. All board members are expected to inform jvs of any changes that arise during the year that would result in any potential conflict of interest. Additionally, all known conflicts are reviewed annually at a board meeting and all board members are asked if there are any other known conflicts. If conflicts arise, it is the practice of board members who are in conflict to abstain from participation and voting on the related subject matter.”

“Compensation process for top official: the vice president of human resources obtains comparability data from the form 990 of similar organizations as well as published compensation surveys for the ceo position. The professional compensation studies selected contain comparable positions in comparable organizations. The compensation committee of the board of trustees utilizes this data in conjunction with the annual written performance review of the ceo to determine the compensation arrangement for the year. The compensation committee is comprised of independent board members selected by the chair. Compensation process for officers: the vice president of human resources obtains comparability data and published compensation surveys for all positions where compensation is greater than or equal to $115,000 per annum. The surveys include professional studies that contain comparable positions in comparable organizations and form 990 data for similar organizations. The compensation committee of the board of trustees utilizes this data to establish salary ranges for each position. Once the salary ranges are approved by the compensation committee, the ceo is authorized to set salaries within the approved range in conjunction with annual performance reviews.”

“In the spirit of transparency, upon request, jvs will make available its articles of incorporation, bylaws, and conflict of interest policy. Jvs financial statements are available in the jvs annual report (a public document), or upon request. All requests for information may be directed to the office of the vice president for finance.”

“Change in value of endowment funds 316,261.”

“This process has not changed from the prior year.”