The Visiting Nurse Association

“The executive committee shall exercise the authority of the board of directors between meetings of the board of directors; provided, however, that the executive committee may not: (a) authorize distributions; (b) approve or propose the dissolution, merger or sale, pledge or transfer of all or substantially all of the corporation's assets; (c) elect, appoint or remove directors or fill vacancies on the board of directors or any of its committees; (d) adopt, amend or repeal the articles of incorporation or bylaws.”

“The visiting nurse association of pottawattamie county's board members are selected by the visiting nurse health services' board of directors.”

“Pursuant to the organization's restated articles of incorporation filed 10/02/2007, certain activities and decisions of the board "are subject to and require the approval and consent of the board of directors of the visiting nurse health services", a related entity. Items requiring approval include the organization's annual budget, any changes to its articles of incorporation or bylaws, and change in purpose, merger, consolidation or dissolution, among others.”

“The visiting nurse association of pottawattamie county will share the form 990 with the governing body prior to submission. If a regularly scheduled meeting does not occur before form 990 deadline for submission, the executive committee of the board of directors will meet, review the form 990, and relay information to the governing body at the next regularly scheduled board meeting. The vp finance/cfo coordinates the preparation of form 990 with an outside accounting firm, and reviews a draft copy. The president/ceo and the vp finance/cfo will provide form 990 to the governing body.”

“Directors, officers and key employees complete and sign a conflict of interest statement annually. Electronic copies are kept in the administrative office. Members of the board of directors are aware of the policy and excuse themselves from the vote when appropriate. The conflict of interest policy statements are reviewed by the president and ceo, who makes himself aware of any potential conflicts that may arise. All members of the board of directors and leadership team complete and sign conflict of interest statements. Board members are required by the organization's bylaws to disclose any potential conflicts of interest or conflict of interest transactions to be approved by board vote.”

“The ceo is compensated through the visiting nurse association of the midlands (vnam), an affiliate of the visiting nurse association of pottawattamie county. The executive committee of the board of directors approves the compensation for the ceo. Salary comparisons are conducted when determined necessary by the committee; reviews of a paid comparability study and comparable company forms 990 have been completed in the past, the most recent in 2024. A performance evaluation process is completed annually by the board of directors and the executive committee makes the final determination of the ceo's salary based on the evaluation process. All discussions are recorded in committee minutes.”

“Governing documents, conflict of interest policy and financial statements are made available to the public upon request.”

“The visiting nurse association of pottawattamie county (vnapc) shares its facility, its employees and other expenses with four related organizations: the visiting nurse association of the midlands, the visiting nurse foundation, the visiting nurse health services, and easter seals nebraska. Vnapc receives management fees and expense sharing fees from those organizations and also pays management fees to those organizations. Fees received are reported on part viii, line 2 and fees paid are reported on part ix, line 11a. As the fees are paid to a related operating charitable entity, the management fees paid are not reported as an independent contractor payment on part vii, section b.”

“Nurse family partnership program in iowa was ended in current year.”

“The finance and audit committee is responsible for evaluation and oversight of the financial needs and status of the vna and for the establishment and review of policies designed to meet such needs. The committee reviews and recommends approval of the annual operating and capital budgets, reviews and recommends approval to the vna board the monthly financial progress toward annual budget plans as reported by staff, ensures accuracy of financial reporting including monitoring of internal controls, oversees the accounting and financial reporting process and the independent audit of the financial statements and selects, oversees and compensates the external auditors. This process has not changed from the prior year.”