Handicap Village

“The President is the standing Chair of the Executive Committee. The Executive Committee shall be comprised of Officers of the Board. Subject to limits, the Executive Committee shall have the authority to take any action on behalf of the Corporation between regularly scheduled Board meetings. The Executive Committee shall report to the Board each meeting any action taken by the Executive Committee between meetings.”

“The bylaws have been restated and approved by the organization's previously defined "members" so as to eliminate voting "member classes" in the bylaws. Thus effectively removing a requirement that "members" vote to approve bylaw changes. This change also removed the requirement of the "members" to approve board directors. This move is generally described as moving from a "membership" form of organization to one that is "self-perpetuating". As currently stated, all bylaw changes can be made by affirmative vote of the majority of the corporation's directors. The number of board directors has been changed from requiring 15 to allowing the board to set the number of active directors to no less than 11 and no more than 15. Further, the description of the duties for the four officers has been expanded to provide additional clarity around the functions and level of authority imbedded in the various officer roles. Significant changes have been made to the restated bylaws to allow the board of directors, through majority vote, full authority to change bylaws or organizing documents, etc. Significant changes were made to clarify the definition of a quorum as a majority of directors eligible to vote. In addition, as member classes were effectively removed from the bylaws, member voting rights were discontinued completely. Small changes were made in some areas to clarify and reinforce that directors will not be compensated and to clarify the process by which they need to declare conflicts of interest to other directors and to recuse themselves during votes where they have a conflict of interest. The audit committee functions have been merged with the "finance committee". All standing committees were further defined in the bylaws. Language was added to clarify committee responsibilities, role of the chair of each committee, meeting format and frequency among other smaller details. Significant language has been added to the bylaws that has delineated and clarified the functions and authority of the CEO.”

“The entire Form 990 was not provided to the governing board. Some of the donor information from Schedule B was removed.”

“The Conflict of Interest Policy is reviewed annually and board members and officers sign statements attesting to the fact that he/she has reviewed and understands the policy. In addition, the CEO monitors transactions to avoid any potential conflict of interest. If a conflict exists that person is not allowed to vote on the matter and my be asked to leave the meeting.”

“The Executive Committee reviews the compensation package for the CEO on an annual basis. The Committee obtains current salary and benefit information from data surveys. Based on this information and the results of the annual performance evaluation done by the Village Board, the Executive Committee makes a recommendation to the Board of Directors for any changes to be made to the CEO's compensation package. The deliberation and decision is documented in the board minutes and personnel file. The CFO's compensation is determined by the CEO in constitution with the Human Resource Manager using current salary and benefit information from data surveys. The decision is documented in the personnel file and completed on an annual basis.”

“The annual financial statements are publicized in January. The organizing documents and Conflict of Interest Policy are provided upon request.”

“Remove net assets for Elm Street -438,946. Remove net assets for Northwoods Living -991,261.”