Carroll Lutheran Village Inc.

“The executive committee, composed of the four board officers, can act for the board on routine business between meetings and in emergencies.”

“The organization outsources management of facilities and food service.”

“The changes to the bylaws included the following: -created a more user-friendly table of contents. -adjusted the size and composition of the board to allow for a range of 9 to 15 members. -eliminated the requirement to have the dean of the westminster conference and president of the residents association council serve as ex-officio members of the board -changed the composition of the board so that it includes: 1.) a majority of members from corporate congregations (i.e. Lutherans); 2.) no more than three residents; and 3.) two lutheran clergy from corporate congregations. -changed to election of all board members to a standard three-year term, including clergy and residents. -increased the threshold for double signature on checks from $1,000 to $10,000. -clarified the composition of congregational delegations including both clergy and laity.”

“The congregations of the westminster conference of the delaware-maryland synod of the evangelical lutheran church in america (the "elca") constitute the original members. Current member congregations are noted in the bylaws. Any other duly organized lutheran congregation of the delaware-maryland synod of the elca ("synod") or its successor may become a member congregation upon approval by the corporation. Any congregation that is no longer affiliated with the synod will immediately cease to be a member congregation.”

“The board's governance committee serves as a nominating committee that recommends potential new board members. Nominees are presented to delegates from member churches at a meeting called specifically for the purpose of electing the board. Delegates choose trustees from the nominees presented and are also free to nominate and elect other individuals from the floor.”

“The corporate congregation's approval is required to elect the board, amend by-laws, and approve the independent audit firm.”

“The form 990 is reviewed by both the president/ceo and the vp of finance. Once the review has been completed, the 990 is given to the entire board and reviewed at a regularly scheduled board meeting prior to the return being filed with the internal revenue service.”

“Carroll lutheran village has an established policy and standards regarding conflicts of interest. Many board and committee members are active as community and business leaders in carroll county and will at times find themselves in a position where there may be a degree of conflict with the village's business. These conflicts are expected and the fact that they will regularly occur does not preclude such a member from serving on the board or committee. The village in fact needs the varied expertise of its board and committee volunteers and believes that the board policy of disclosure and abstention assures that the village's business is conducted in a fair and independent manner. The carroll lutheran village (clv) conflict of interest policy applies to officers, directors, board committee members and employees of clv, each of whom is considered an interested person. The conflict of interest policy statement is reviewed annually by the board of trustees. Further, in 2013 carroll lutheran village began a relationship with peace church compliance program to assist with the organization's ongoing compliance efforts. Annually, an overview of clv's code of integrity is shared with all vendors with whom clv has an agreement or contractual relationship. The tri-fold pamphlet provides information about the code of integrity as well as personal and professional expectations of integrity and accountability. The pamphlet also shares information about the conflict of information policy and how vendors can request a full copy. An entity with a clv transaction is any individual or business organization which proposes to enter into any transaction with clv involving: 1) the sale, purchase, lease or rental of any property or asset, 2) employment, or rendition of services, personal or otherwise, 3) the award of any grant, contract, or subcontract, or 4) the investment or deposit of any funds of clv. An interested person has a financial interest in an entity if such person or an immediate family member (including all lineal relatives and their spouses, siblings and their spouses) has an ownership interest in the entity or is an employee of or receives compensation from the entity. Compensation includes any direct or indirect remuneration or substantial gifts or favors. An interested person has a conflict of interest when that person, or an immediate family member, is or has a financial interest in an entity with a clv transaction. Conflicts of interest can also arise in other instances. The types of activities which may create a conflict of interest include: 1) outside activities: to render directive, managerial or consultative services to any outside concern that does business with, or competes with, the services of clv, or to render other services in competition with clv. 2) gifts, gratuities and entertainment: to accept gifts, entertainment or other favors from any outside concern that does or is seeking to do business with or is a competitor of clv. 3) inside information: to disclose or use information relating to the business of clv for the personal profit or advantage of the individual or his/her immediate family. It is the responsibility of an interested person to appropriately disclose to clv any potential conflicts of interest. Once disclosed, it is the responsibility of the ceo/president to determine if a conflict exists. The governance committee of the board of trustees may be utilized by the ceo/president, if needed, to determine a potential conflict of interest. If an interested person has failed to disclose a conflict of interest, appropriate disciplinary and/or corrective action will be taken. The conflict of interest policy statement is reviewed annually by the board of trustees and is included as a part of all agreements and/or contracts. An appropriate statement form is available and must be signed and on file for all interested persons.”

“The board executive committee, including the board chairperson, participates as a compensation committee with the support of the vp of human resources. The committee uses a variety of surveys and compensation consultants to determine a recommended compensation amount for the president/ceo which is within fair market range for the industry. The full board reviews and approves the compensation of the president/ceo. Discussions are documented at committee and board levels.”

“The organization makes its financial statements, form 990, and other operating documents available to the public upon request. Certain governing documents and policies are considered proprietary and are not generally disclosed. The organization is in full compliance with all regulations concerning disclosure at the federal, state and local levels.”