Visiting Nurse Foundation

“The executive committee shall exercise the authority of the board of directors between meetings of the board of directors; provided, however, that the executive committee may not: (a) authorize distributions; (b) approve or propose the dissolution, merger or sale, pledge or transfer of all or substantially all of the corporation's assets; (c) elect, appoint or remove directors or fill vacancies on the board of directors or any of its committees; (d) adopt, amend or repeal the articles of incorporation or bylaws.”

“The visiting nurse foundation board members are selected by the visiting nurse health services board of directors.”

“The bylaws may be amended upon a two-thirds vote of the visiting nurse foundation's board of directors. All amendments must be reviewed and approved by the visiting nurse health services' board of directors before the amendments become effective.”

“The visiting nurse foundation will share the form 990 with the governing body prior to submission. If a regularly scheduled meeting does not occur before the form 990 deadline for submission, the executive committee of the board of directors will meet, review the form 990, and relay information to the governing body at the next regularly scheduled board meeting. The vp finance/cfo coordinates the preparation of form 990 with an outside accounting firm, and reviews a draft copy. The president & ceo and the vp finance/cfo will provide the form 990 to the governing body.”

“Directors, officers and key employees complete and sign a conflict of interest statement annually. Electronic copies are kept in the administrative office. Members of the board of directors are aware of the policy and excuse themselves from the vote when appropriate. The conflict of interest policy statements are reviewed by the president and ceo, who makes himself aware of any potential conflicts that may arise. All members of the board of directors and leadership team complete and sign conflict of interest statements. Board members are required by the organization's bylaws to disclose any potential conflicts of interest or conflict of interest transactions to be approved by board vote.”

“The executive committee of the board of directors approves the compensation for the ceo. Salary comparisons are conducted when determined necessary by the committee; a paid comparability study has been used, and reviews of comparable organizations' forms 990 have been done in the past, the most recent in 2021. A performance evaluation process is completed annually by the board of directors and the executive committee makes the final determination on the ceo's salary based on the evaluation process. All discussions are recorded in committee minutes.”

“Governing documents, conflict of interest policy and financial statements are made available to the public upon request.”

“The visiting nurse foundation (vnf) shares its facility, its employees and other expenses with four related organizations: the visiting nurse association of the midlands, the visiting nurse health services, the visiting nurse association of pottawattamie county, and easter seals nebraska. Vnf pays management fees to those organizations. Fees paid are reported on part ix, line 11a. As the fees are paid to a related operating charitable entity, the management fees paid are not reported as an independent contractor payment on part vii, section b.”

“The finance and audit committee is responsible for evaluation and oversight of the financial needs and status of the vna and for the establishment and review of policies designed to meet such needs. The committee reviews and recommends approval of the annual operating and capital budgets, reviews and recommends approval to the vna board of monthly financial progress toward annual budget plans as reported by staff, ensures accuracy of financial reporting including monitoring of internal controls, oversees the accounting and financial reporting process and the independent audit of the financial statements and selects, oversees and compensates the external auditors. This process has not changed from the prior year.”