Nexus 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.”

“The organization amended its bylaws during the year to implement a change in term limits. The amendment states directors shall serve for a fixed term of three years, and until their successors are duly elected. Directors may be re-elected once. Thereafter, upon a director's request, his or her term of service may be extended by additional three-year terms upon resolutions of a majority of the board of directors at the end of an expiring term. No director beginning service after January 1, 2017 shall serve for more than four consecutive three-year terms without a break in service as a director for a period of at least one calendar year. In addition, another amendment was made to streamline the procedure for board actions without a meeting, made possible by a recent amendment of Minnesota Statutes Chapter 317A.”

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

“Nexus has an established compensation philosophy approved by the 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 the Board of Directors. Merit reviews are conducted annually and corresponding merit increases are determined for the CEO by the Board of Directors, with all position merit increases being determined by the CEO utilizing established documented protocols.”

“The organization's governing documents, conflict of interest policy, and financial statements are available upon request.”