Catholic Charities North Dakota

“There are two Bishops on the board of directors. Each Bishop has a liason on the board. When the Bishop is not in attendance, the Bishop's liason has voting rights on the board for that Bishop. All other Board members and directors have the same voting rights. When there is a tie, the Board President's vote is the deciding factor. However as described in Schedule O, in the narrative related to Part VI, Section A, Line 7b, certain matters as proposed by the board require a concurring affirmative vote of the members and directors. The Executive Committee shall be composed of the officers of the Board, the Members, and the Executive Director. It shall act as the Steering Committee to plan the regular Board meetings and set the agenda. The Executive Committee shall be authorized to meet and act separately from the Board to transact necessary and urgent business during intervals between regular Board meetings. The Chair of the Board shall be the ex-officio Chair of this committee. All actions taken by the Executive Committee shall be fully explained to the attending Board members at the next regular Board meeting. No significant policy change or controversial action shall be taken by this committee without approval of the full Board. The Executive Committee will be responsible for evaluation and compensation of the Executive Director.”

“Bishop John Folda has a business relationship with Fr. William Gerlach and Rev. James Ermer. Bishop David Kagan has a business relationship with Ron Schatz and Fr. Greg Hilzendeger.”

“The members of this Corporation shall be ex-officio, the Bishop of the Diocese of Fargo and the Bishop of the Diocese of Bismarck or the canonical successor of either Bishop as determined by the canon law of the Roman Catholic Church.”

“The Bishop of the Diocese of Fargo shall appoint one half of the required number of Directors and the Bishop of the Diocese of Bismarck shall appoint one half of the required number of Directors.”

“The following matters as proposed by the board require the concurring affirmative vote of the Members: 1. To Amend the Articles of Incorporation and By-laws 2. To approve any encumbrance, sale of other disposition of substantial assets of the Corporation 3. To approve any fundamental reorganization of the Corporation such as a merger, consolidation, dissolution or any transaction affecting the legal purpose or governance of the Corporation 4. To approve any lease of the Corporation's property beyond seven years or other term as established from time to time by the Members 5. To participate in the search, selection and evaluation processes of the Chief Executive Officer The following authority shall be exercised by each Member, individually and shall be final without the concurring vote of the other Member: 1. Each Member shall appoint one half of the required number of Directors 2. The Member shall have the authority to remove with or without cause the Director appointed by him.”

“The Director of Finance reviews the completed 990 and presents any issues to the Executive Director. The 990 is then approved by the Director of Finance and Executive Director. A copy will also be provided to the board prior to filing.”

“The conflict of interest policy covers all board members, directors, officers, employees, volunteers and paid consultants. The Executive Committee reviews the conflict of interest statements for any disclosed conflicts. In addition to disclosing any conflicts of interest, if any of the individuals covered by the conflict of interest policy believe they might have a real or potential conflict of interest, they must abstain from: -participating in discussions or deliberations with respect to the subject of the conflict (other than to present factual information or to answer questions) -using his/her personal influence to affect deliberations -making motions -voting -executing agreements -or taking similar actions on behalf of the organization where the conflict of interest might pertain by law, agreement or otherwise.”

“The Executive Committee of the Board determines compensation for the Executive Director. Salary comparisons are obtained from the state of North Dakota, Catholic Charities USA, and other similar non-profit organizations to provide comparability data for use in the process of determining compensation. The Executive Committee last performed a general review of the Executive Director's salary in 2023. The compensation for the Executive Director was last reviewed with comparability data in 2023. Compensation for the Director of Finance is decided by the Executive Director. Any changes in compensation are primarily based on what is available in related budgets. Compensation figures for both the Executive Director and the Director of Finance are also compared to figures provided by Catholic Charities USA, ND Association of Non-profits, and ND Job Service.”

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