North Carolina Pace Association

“The Association's bylaws were revised on December 4, 2019 to remove references to Governance Committee and to reduce the number of Executive Committee officers from six to four. In December of 2020, Section IV of the bylaws were amended to include and define affiliate members as well as to state that the Association does not provide products or services to its members.”

“The Association has two classes of members, as described in its bylaws. Provider members are those that are an operational PACE program in the state of North Carolina. Associate and affiliate members include all other organizations and individuals.”

“Provider members shall each be entitled to appoint one individual to serve as a director of the Association with the right to vote. The management organizations that own and/or operate more than one PACE Organization shall only be entitled to a single appointee to the Board of Directors, regardless of the number of PACE Organizations owned and/or operated by such management organization.”

“The annual meeting of members shall be held on the date fixed by the Board of Directors, or if the Board of Directors shall fail to act, then it shall be fixed by the Chair. The purpose of the meeting is to elect the members of the Board of Directors as well as to vote on any other matters which the Board of Directors may elect to submit to the members for vote or such other matters on which the members are entitled to vote by law.”

“The Form 990 was provided to each member of the Board of Directors for review, comment, input and oversight prior to submision.”

“Members of the Board annually complete a conflict of interest form and are polled for any conflicts at the beginning of each Board meeting. If any contract or transaction arises before the Board of Directors, any director, officer or key employee must make a full and prompt disclosure of his/her interest before Board action is taken. The disclosure includes any relevant and material facts which may be adverse to the Association. The Board, by 75% of the vote, determines if a conflict exists or could be reasonably construed to exist. The conflicted person is then restrained from participating in Board deliberations and in voting on such matters.”

“In adopting the annual budget for the organization, the Board of Directors approves compensation for the Association's Executive Director. The Executive Director is a non-voting member of the Board, as the only member with a conflict of interest in the decision. Members of the Board of Directors have knowledge of comparable compensation for similar positions. The decision is contemporaneously recorded in the minutes of the Board of Directors. There are no other compensated officers, officials, or key employees in the organization.”

“The Association's governing documents, conflict of interest policy, financial statements and Form 990 are available to the public upon request.”

“Liaison/planning consultant, public policy consultant, payroll admin”