St Catherine Center for Special Needs Inc

“The organization has a single class of members. The members consist of: 1) the person holding the office of bishop of the roman catholic diocese of bridgeport, connecticut; 2) the vicar general of the diocese; 3) the secretary for catholic education and faith formations of the diocese; and 4) other such persons as appointed by the members.”

“The directors are elected by the members of the organization at the annual meeting of the members. Directors are elected by a plurality of the votes cast by the members entitled to vote at the annual meeting. Directors may be removed from office at any time with or without cause by a majority vote of the members, and with the consent of the bishop, at a meeting of the members called for that purpose.”

“The members of the organization have the authority over the following actions and, with respect to such actions, do not delegate any decision making authority to the board of directors: (a) the alteration, modification, deviation or adjustment of the purpose and mission of the organization. (b) the approval of the directors of the organization and the removal of directors at any time with or without cause. (c) the merger or consolidation of the organization with any other nonstock corporation, religious corporation or other entity. (d) the approval of the appointment and removal of the officers of the organization. (e) the approval of any voluntary filing or consent to any involuntary filing against the organization under any bankruptcy or insolvency law, or a general assignment for the benefit of creditors, or the admission that the organization cannot pay its debts as they become due. (f) the determination whether any proposal or action of the board of directors is in conformity with catholic doctrine, the laws, regulations and teachings of the roman catholic church and the diocese, including without limitation the provisions of the code of canon law, all as interpreted and decided by the bishop of the diocese. The bylaws may be altered, amended, added to, or repealed by the affirmative vote of a two-thirds vote of the directors entitled to vote, with the consent of a majority of the members.”

“The organization has its form 990 prepared by an outside accounting firm. It is reviewed by the executive director, treasurer, and sent to all members of the board of directors for their review prior to filing.”

“All board members and officers are required to annually dislcose potential conflicts of interests. Board members and officers review the conflict of interest policy and sign conflict of interest disclosure statements as acceptance of the policy. Recusals from votes as a result of a perceived conflict are documented in the board minutes. The conflict of interest policy is discussed at opening meetings. The board self monitors for conflicts of interest. However, if necessary, the chairman of the board and the executive director meet with the board member involved in a perceived conflict and issue a ruling on whether or not a conflict of interest is present. For employees and staff, if a perceived conflict arises the executive director meets with the staff person involved in the perceived conflict and will issue a ruling on whether or not a conflict of interest is present.”

“The board of directors determines the compensation for the executive director based on comparable positions in the region. A review of compensation occurs first by the finance committee of the board who later present their recommendations to the full board for discussion and approval. This is documented in the board minutes. A review last occurred in september 2024.”

“The center makes its governing documents, conflict of interest policy, and financial statements available to the public upon request. Furthermore, the form 990 and financial statements are posted on the center's website.”

“The organization has a finance committee that is responsible for the oversight of the audit of its financial statements and the selection of an independent accountant. This process has not changed from the prior year.”