Caringbridge

“Executive Committee: At a minimum, the three officers serve as the members of the executive committee. Other members include the chairs of each committee and the chair emeritus. Except for the power to amend the Articles of Incorporation and Bylaws, the executive committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors when a board quorum is not available, or timing is critical. The executive committee is chaired by the board Chair.”

“The organization engaged Brillect to provide contract finance and accounting services. Annalee Lutgen, an employee of Brillect, provided fractional CFO services in the amount of $28,579.”

“The Form 990 is prepared by an independent accounting firm and reviewed by the Chief Executive Officer and a combination of the executive committee and the finance committee prior to filing with the IRS. The Form 990 will be distributed to all board members prior to filing with the IRS.”

“When drafting the agenda for each board or committee meeting, the Chair and CaringBridge staff review the agenda and any possible conflicts of Interest. The board or committee reviews any possible conflicts, then determines if there is an actual conflict of interest. The conflicted director/employee is not permitted to participate in decision making or vote on the transaction in question. All proceedings related to conflicts of interest are reflected in the meeting minutes.”

“The process for determining compensation for the CEO includes all of the following elements: (1) Compensation is reviewed and approved by the Caringbridge executive committee; (2) Compensation is reviewed and approved on an annual basis using data of comparable pay for similarly qualified persons in functionally comparable positions at similarly situated organizations; (3) There is contemporaneous documentation and recordkeeping with respect to the deliberations and decisions regarding compensation arrangements in emails and/or the meeting minutes. This process was last conducted during the summer of 2023 with a market compensation review conducted by an independent consultant. The process for making compensation decisions for officers and key employees includes all of the following elements: (1) Compensation of each individual is reviewed and approved by the CEO in consultation with the executive committee, and provided to the full board of directors; (2) Compensation of each individual is reviewed and approved on an annual basis using data of comparable pay for similarly qualified persons in functionally comparable positions at similarly situated organizations. This process occurs annually in January.”

“The organization makes its governing documents and conflict of interest policy available to the public upon request. In addition, current and past years' audited financial statements and Forms 990 are available on the organization's website.”