Catholic Charities Inc Diocese of Madison

“Bylaws were amended in 2014. Amendments included the following, which are considered significant changes: 1) purpose of corporation - new: a two page description of the purpose of the corporation, which eliminates the specific program listing in the prior bylaws, but is more detailed and specific as to meeting the social welfare needs of the persons in the diocese of madison. 2) number; election; term of directors - new: it specifies that 80% of the board must be catholic (qualifications of board membership), and what "being catholic" means. 3) quorum; action of directors - a quorum used to be "seven" and now it is "a majority." 4) committees - new: the former bylaws specified committee names with duties. The new bylaws leave the names, number of committees, and duties of committees open ended, with the board authorizing whatever committees and members it sees fit to fulfill its duties. 5) officers - there is a new officer called "immediate past chair." all duties of that position are new. 6) chair of the board of directors; immediate past chair - new: description of the duties of the chair and immediate past chair. There were no specific limitations to what the chair could do in past bylaws. Now there are. 7) treasurer - many duties specified in the past bylaws were removed from this position. 8) duties of the president/ceo - this section is entirely new. Specifies that the president implements the policies of the board and oversees corporation operations. 9) the board of directors and president/ceo together - this section is entirely new. Specifies board input into strategic planning, corporation performance evaluation, and overseeing operating resources. 10) dissolution and liquidation - this section is entirely new. Specifies that no liquidation, dividends, or distribution shall be made to any private individual; that all obligations of the corporation shall be paid and any remaining assets distributed to the bishop of diocese of madison wisconsin.”

“The cfo reviews the entire form 990 and informs the president & ceo of any significant items. After this review, a complete form 990 is provided to the audit committee of the board for their comments and input before filing.”

“If any director has a conflict of interest, that director discloses his/her conflict of interest during the discussion of the related transaction and is prohibited from participating in the governing body's deliberations and decisions regarding the transaction.”

“The executive committee annually conducts a performance review of the president, reviews compensation data for comparable positions, and approves the compensation with an official vote.”

“The annual audited financial statements are provided to all funding sources per contract and upon request, and to other parties (creditors, foundations, etc.) upon request. Catholic charities does not make its governing documents and conflict of interest policy available to the public.”

“All board members of catholic charities are asked to declare in writing if they or a family member has an interest in certain organizations as either an officer, board member, or owner. Organizations which meet the reporting threshold of form 990 for catholic charities or related entities are listed on the form.”

“Share of net gain of subsidiaries 482,185.”

“The oversight and selection process is now performed by the audit committee.”