Project Hired Industries

“Article 6 section 1 of the bylaws provides that this corporation shall have only one member, project hired, a california nonprofit public benefit corporation.”

“Article 6 section 2 of the bylaws provides that the member shall have the right to vote on the election of directors.”

“The member shall have the right to vote on the annual budget of the corporation, the disposition of all or substantially all of the corporation's assets, any merger and its principal terms and any amendment of those terms, any election to dissolve the corporation, the amendment of the corporation's articles of incorporation or bylaws, and such other matters as set forth in these bylaws and the law. This corporation may benefit, serve, or assist persons who is not the member, but may restrict the provision of certain benefits, services, and assistance to the member. The member may designate in writing the name or position of the individual entitled to vote or exercise its rights and to receive notices on behalf of the member. The member may amend such designation at any time, and all such designations and amendments thereto shall be filed with the records of this corporation.”

“Upon the completion of the 990 by the independent accountant, the board chair, the board treasurer, the chief executive officer and the chief operating officer will receive a copy to review. This group will conduct a detailed review of the return and will determine key points, and once the group accepts the return, it will be filed with the irs. Copies of the return will be given to all board members prior to filing, and a copy will be available to the public upon request.”

“Full disclosure, by notice in writing, shall be made by the interested parties to the full board of directors in all conflicts of interest. The board annually reviews policies to ensure there is compliance. Following full disclosure of a possible conflict of interest or any condition listed within the policy, the board of directors shall determine whether a conflict of interest exists. If so, the board shall vote to authorize or reject the transaction or take any other action deemed necessary to address the conflict and protect project hired's best interests. Both votes shall be by a majority vote without counting the vote of any interested director, even if the disinterested directors are less than a quorum provided that at least one consenting director is disinterested.”

“The process for determining compensation starts upon being hired. A compensation package is developed with the use of comparable data from the current year center for nonprofit management salary survey. The board of directors is responsible for reviewing the package and approving it once it is found to be just and reasonable.”

“The corporation shall keep at its principal executive office, the articles, bylaws and any other governing documents, which shall be open to inspection by the public at all reasonable times during office hours.”