West Marin Senior Services

“form 990 reviewed by the finance committee and presented to the board for review and approval before filing.”

“Restriction on Interested Persons as Directors: No person who is an interested person may serve on the Board. An interested person is: Any person compensated by the Corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor or otherwise, excluding any reasonable compensation paid to a director as director; and any direct ancestor, descendent, sibling or in law of any such person. However, any violation of the provisions of this section shall not affect the validity or enforceability of any transaction entered into by the CorporationSelf Dealing transactions: Except as provided in 9.4 below, the Board of Directors shall not approve, or permit the corporation to engage in, any self- dealing transaction. A self-dealing transaction is a transaction to which this corporation is a party and to which one or more of its directors and/or officers has a material financial interest, unless the transaction comes within the provisions of 5233(b) of the California Corporations Code.Exceptions to the preclusion described in 9.3 above: This corporation may engage in a self-dealing transaction if the same is approved by a court or by the California Attorney General. This corporation may also engage in a self-dealing transaction if the Board determines, before the transaction and after reasonable investigation and full disclosure to it by the individuals involved, that (a) the corporation is entering into the transaction for its own benefit; (b) that the transaction is fair and reasonable to the corporation; and (c) that the corporation could not have reasonably obtained a more advantageous arrangement under the circumstances. Such determinations must be made by the Board in good faith, and by a majority of directors then in office, without counting the vote of the interested director(s) or officer(s). Where it is not reasonably practicable to obtain prior approval by the Board before entering into a self-dealing transaction, the Executive Committee may approve such transaction in a manner consistent with the requirements above; provided that the Executive Committee thereafter, at the next meeting of the Board, the action is fully reported to the Board and ratified by the Board by vote of a majority of directors then in office and excluding the vote of any interested director(s) or officer(s). Furthermore, employees and board members may not give nor accept gifts, loans, or favors from persons having business relationships with West Marin Senior Services. The receipt or giving of small gifts or casual entertaining for business purposes, however, is not prohibited. Failure to promptly disclose actual or potential conflicts of interest to the Executive Director may result in discipline, up to and including dismissal. Whenever these issues arise, employees should contact the Executive Director to discuss the matter. West Marin Senior Services reserves the right to determine whether any relationship represents an actual or potential conflict of interest in violation of this policy.”

“board evaluates the executive director annually and bases compensation on comparable agencies.”

“all documents are available upon request.”