The Medical Alley Association

“The board of directors may designate an executive committee, the membership of which shall include at least three (3) directors. The executive committee shall have the authority of the board of directors in the management of the business of this corporation in the interval between meetings of the board of directors, and such other powers and duties as shall be designated by the board of directors from time to time, including but not limited to advising the chair and chief executive officer with respect to board meeting procedures and materials, and making recommendations to the board concerning functions, budgets, membership and other matters relating to standing and other committees, management selection and development, and executive compensation and performance evaluation. The executive committee shall at all times be subject to the control and direction of the board of directors.”

“The form 990 is prepared by an independent accounting firm and reviewed by management. A copy of the form 990 is electronically distributed to all board members for their review and comments prior to filing.”

“Officers, directors and key employees are required to annually sign a statement which affirms that they have received a copy of the conflict of interest policy which includes a duty to disclose potential conflicts of interest as they arise. The board reviews and approves all transactions that have a potential or actual conflict of interest, as determined by the board without the influence of the conflicted individual. Conflicted individuals may not vote, or be present for the discussion and vote, on any matter in which a conflict of interest has been determined to exist. The minutes of the meeting shall contain the names of persons present for discussions and votes, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.”

“The process for determining the ceo's compensation is conducted by the board chair in consultation with the executive committee, as necessary. The compensation determination process includes the review of comparability data, along with consideration of progress towards the organizations objectives and financial stability. The deliberation and decision substantiated in meeting minutes. Compensation for other officers and key employees is determined by comparison to organizations of the same approximate size and to available salary surveys by the president/ceo as part of the performance evaluation process and is included in the annual budgeting process.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”