Second Harvest Community Food Bank

“The executive committee shall have the authority of the board between meetings of the full board except as set forth in the bylaws and shall perform such other duties as specified by the board. Those directors serving as officers and the chairpersons of the board committees designated by the board as standing committees shall constitute the executive committee. The board may appoint any additional directors to serve on the executive committee as they deem appropriate. The executive committee shall not have authority to: a) adopt a plan of merger or consolidation with another corporation. B) authorize the sale, lease, exchange or mortgage of all or substantially all of the property and assets of second harvest community food bank. C) authorize the voluntary dissolution of second harvest community food bank or revoke proceeding therefor, or adopt a plan for the distribution of the assets of america's second harvest of greater st. Joseph. D) fill vacancies on the board of directors or any of its committees. E) remove any officer or director or member of any committee. F) adopt, amend or repeal the bylaws or the articles of incorporation. G) amend, alter, repeal or take action inconsistent with any resolution or action of the board when the resolution or action of the board provides by its terms that it shall not be amended, altered or repealed by action of any committee.”

“The form 990 is prepared by an independent accounting firm and then provided to the director of operations and chief executive officer for a detail review. A complete copy is provided to all board members prior to filing with the irs.”

“The conflict of interest policy is directed not only to the board of directors and executive staff, but to all employees and volunteers who can influence the actions of the organization. It is the policy of the board that the existence of any conflict of interest be disclosed before any transaction is consummated. It shall be the continuing responsibility of the board, staff and volunteers to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make such disclosures to the board if they should arise. Transactions with parties with whom a conflicting interest exists may be undertaken only if all of the following are observed: the conflicting interest is fully disclosed the person with the conflict of interest is excluded from the discussion and approval of such transaction a competitive bid or comparable valuation exists the board or executive committee has determined that the transaction is in the best interest of the organization”

“The compensation of the chief executive officer is determined each year by first performing an evaluation of the chief executive officer, which is conducted by the board president and past president. They then meet with the chief executive officer to go over the results and meet with the executive committee to make a recommendation. The organization also gathers comparability data for compensation for similarly qualified persons in comparable positions around the country. The executive committee then meets with the full board of directors and makes their recommendation and the full board grants the final approval. The deliberation and final decision are documented as part of the board minutes. This process was last undertaken for the executive director effective for the 2022-2023 year.”

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

“Change in refundable advances -188,145. Change in value of inventory -205,790.”

“Process has not changed from prior year.”