Nexus Diversified Community Services

“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.”

“All officers and directors have a business relationship since they all serve as officers and directors to a related organization, Nexus, in which some of them are employed by.”

“The Form 990 is presented to the Finance Committee and the Board of Directors after 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.”

“The organization does not have compensation expense; all individuals are compensated by Nexus, a related organization. Nexus 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 by its Board of Directors.”

“Available upon request, at the state website, and Dun and Bradstreet.”