Northwest Valley Connect

“The corporation updated its bylaws effective 12/13/16. While the prior classes of A, B and C directors were maintained, the revised bylaws allows for a change in the composition of the Board to include a minimum of two Class A and two Class B Directors and a maximum of 11 Class C directors. Further, the revised bylaws remove the requirement that the Chair and Vice-Chair be Class A or B directors.”

“The business affairs of the corporation shall be managed by its board of directors. Pursuant to the bylaws, the board of directors will consist of three classes A, B, and C where Class A directors are Benevilla representatives, Class B directors are Sun Health Services representatives and Class C directors are representatives of the community at large, and may or may not have affiliations with Benevilla and Sun Health Services. Class A and B directors shall be appointed by their respective organizations, with Class C directors elected by a majority vote of the Board of Directors and approved by Benevilla and Sun Health Services. Class A and B directors have been granted reserved powers to participate in the organizations governance. The Reserved Powers may not be acted upon solely by Benevilla or Sun Health Services.”

“Benevilla and Sun Health Services as Class A and B directors, respectively, are granted reserved powers to participate in the organizations governance. Reserved powers are duly approved by the board of directors and include the following approve any amendment to the corporations articles of incorporation or bylaws approve any fundamental corporate change any change or expansion of the stated business purpose appoint or remove directors approve annual budgets select or remove any management company hire or fire the corporations executive director and any other corporate officer undertaking substantial indebtedness or restructuring current indebtedness adopt investment policy and investment of funds approve funding of grants or contributions for charitable purpose protect corporations tax-exempt status and manage business assets.”

“The Form 990 is prepared by accounting personnel and reviewed by the Executive Director. The return is then reviewed by the board of directors for comments prior to the filing deadline.”

“On an annual basis the executive director and all board members are required to submit a conflict of interest questionnaire for board review as appropriate. The questionnaire provides specific instructions that the form must be updated if any situation arises during the year that might constitute a conflict. The board of directors has responsibility for intervening, if necessary, on conflict of interest matters. Any individual found to be in conflict will abstain from the decision making process on relevant matters.”

“The board of directors has responsibility for the compensation of the Executive Director. Annually, the salary of the Executive Director is reviewed by the board of directors. The deliberation and decision of compensation arrangements is contemporaneously substantiated in the organizations minutes.”

“Governing documents and conflict of interest policies are generally not made available to the public. Financial statements historically have been made available upon reasonable request.”