St Catherine Center for Special Needs Inc

“The Center and the Bridgeport Roman Catholic Diocesan Corporation (the "Diocese") have a shared services agreement whereby the Diocese provides the Center assistance with certain finance, human resources and information technology, legal services and educational services and resources. All Center staff is reported as employees of the Diocese and is eligible for benefits that are offered and controlled by the Diocese. The Diocese bills the Center for services provided in accordance with the agreement. Helen Burland, Executive Director & Treasurer is paid by the Diocese - her compensation is reported in Part VII, Section A.”

“The Corporation shall have one class of Members. The Bishop, or in the event of a vacancy in the office of Bishop, the Administrator of the Diocese, shall determine the maximum number of Members in the Corporation, which shall not be less than one(1) Member. The Members of the Corporation shall include those persons holding the office of Bishop, or in the event of a vacancy in the office of Bishop, the Administrator of the Diocese, who shall be a Member of the Corporation by virtue of his ecclesiastical office, but on ceasing to hold such office, his status as a Member of the Corporation shall cease and his successor (if any) in said office shall become a Member of the Corporation in his stead, the Vicar General of the Diocese, the Secretary for Catholic Education and Faith Formation of the Diocese and such other individuals as may be appointed by the Bishop of the Diocese.”

“Each Member shall be entitled to one vote upon any action requiring the approval or consent of the Membership of the Corporation. Wherever action other than the election of directors is to be taken by vote of the Members, it shall, except as otherwise required by law or the Certificate of Incorporation, be authorized if the votes cast by such Members favoring the action exceed the votes cast by such Members opposing the action. Directors shall be elected by a plurality of the votes cast by the Members entitled to vote at a meeting at which a quorum is present. The Annual Meeting of the Members shall be held as determined from time to time by the Members at the place on the day and at the hour designated in the call therefore. At such meeting, the Members shall elect the Board of Directors for the ensuing year and shall transact such other business as shall properly come before them.”

“The Members of the Corporation shall have the authority over the following actions and, with respect to such actions, shall 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 Corporation. (B) The approval of the Directors of the Corporation and the removal of Directors at any time with or without cause. (C) The merger or consolidation of the Corporation with any other nonstock corporation, religious corporation or other entity. (D) The approval of the appointment and removal of the officers of the Corporation. (E) The approval of any voluntary filing or consent to any involuntary filing against the Corporation under any bankruptcy or insolvency law, or a general assignment for the benefit of creditors, or the admission that the Corporation 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 hereon, with the consent of a majority of the Members.”

“St. Catherine's Center for Special Needs, Inc. has its form 990 prepared by an outside accounting firm and has established the following review process to ensure that the information reported is complete and accurate. When the Form 990 has been prepared, reviewed by the Treasurer and Management and is ready to be filed with the Internal Revenue Service, it is electronically sent to the board for approval. Subsequent to review by all parties, the return is signed by the treasurer and filed with the Internal Revenue Service.”

“The Board adopted the conflict of interest policy in Oct. 2014. 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 Exective 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. Board members review the Conflict of Interest policy and sign conflict of interest disclosure statements as acceptance of the policy.”

“The Board determines compensation for the Executive Director and the Director of Education based on comparable positions in the region. A Review of compensation for both of these positions occurred first by the Finance Committee of the Board who later presented their recommendations to the full Board for discussion and approval at its annual meeting. Approval by the Board is documented in the minutes. A compensation review was last undertaken in 2015.”

“The Center makes its governing documents, conflict of interest policy, and financial statements available to the public upon request. In addition, financial statements are submitted to the State Department of Education, the Department of Developmental Services, and the Diocese of Bridgeport.”

“The Finance Committee is tasked with the duty to engage the audit firm. Prior to the audit, the Committee reviews the Service Plan with the Auditors and addresses any concerns or questions they may have. At the conclusion of the Audit, the Committee meets with the auditors and reviews the draft financial statements, discusses the management internal control letter and is provided with the auditors required communication in connection with the audit. All questions are addressed before the board approves the report. The process for selecting the independent auditor and oversight of the audit has not changed from the prior year.”