Philanthropy Southwest

“There shall be an executive committee to act in the absence of the board and on behalf of the board between board meetings and shall be composed of the chair, immediate past chair/vice chair, secretary, treasurer, the chair of the governance committee, and up to two (2) at-large board members. The executive committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation while the board is not in session, subject to such limitations as may be included in the board's resolution, provided that the executive committee shall not have the authority of the board of directors in reference to the following matters: (a) filling vacancies on the board of directors or on any committee of the board or appointed by the board; (b) adoption, amendment or repeal of bylaws; (c) adoption of a plan of merger or consolidation with another corporation; or (d) authorizing the sale, lease, or exchange of all or substantially all of the assets of the corporation. The executive committee also shall conduct an annual performance evaluation of the ceo and shall recommend to the board the compensation of the ceo.”

“Psw's members will include two classes of membership: (1) organizations and (2) individuals. A. Organizational members are those entities that have a professional interest in the work of the corporation. B. Individual members are those persons who have an interest in the work of the corporation.”

“Each member shall be eligible to vote in elections of the board of directors from the members; provided, however, up to two (2) directors may be non-members. Each member must provide the name of the current voting representative of the member in writing to the board and must provide written notices of any change of voting representative.”

“Each member shall be eligible to vote for voting issues documented in the bylaws and for other issues for which the board calls for a membership vote. Each member must provide the name of the current voting representative of the member in writing to the board and must provide written notices of any change of voting representative.”

“The audit and finance committee, a standing psw committee, reviews the form 990 after that same committee has reviewed the audit draft to ensure consistency and accuracy of responses. The return is then forwarded to the full board for review and comments prior to filing.”

“The board of directors monitors compliance with psw's conflict of interest policy on an annual basis by (1) reviewing the policy annually and (2) ensuring that each staff and member of the board has acknowledged in writing they have read the policy and agreed to comply. If a conflict of interest exists, the person with the conflict of interest does not participate in any deliberation/vote on the matter.”

“The full board of directors desires psw's salary system to be market competitive. The organization utilizes the annual salary survey report prepared by united philanthropy forum for all psos in the u.s. The executive committee also has access to the salaries paid by its counterparts across the country via an annual report of the giving forum. Annually the executive committee conducts a review of the president/ceo's performance, skills, competencies, development and growth, and effective visible commitment to the organization. Based on this review, the executive committee then recommends the president/ceo's compensation to the full board. All deliberations and decisions on ceo compensation are documented contemporaneously.”

“Governing documents, financial statements, and the conflict of interest policy are provided to the public upon request and to members via its website.”