Congressional Hunger Center Inc

“There shall be an executive committee consisting of the chair, the executive director, secretary, treasurer, and at least one (1) other elected director, elected by a majority of elected directors then in office. Two-thirds of the members of the executive committee shall constitute a quorum for the transaction of business. The executive committee shall, when the board is not in session, administer the affairs of the corporation. During such interim, it shall have all powers and exercise all duties of the board in the management of the business of the corporation that may lawfully be delegated to it by the board to amend or repeal these bylaws, to authorize distributions, or any other matter as to which the board may, by resolution, withhold from the executive committee authority to act. The executive committee shall have the power of appointment to fill a vacancy arising from any cause in any corporate office of the corporation; provided, however, that the term of any appointment under this section may extend up to but not beyond the end of the next annual meeting of the board.”

“Once the draft version of the federal form 990 is provided by an independent accounting firm, the executive director reviews with an internal accountant. Upon approval, it is then shared and discussed with the treasurer. The draft version of the federal form 990 is distributed to the full board of directors via email before it is filed with the internal revenue service.”

“At the board of directors' meeting, the officers, directors, and employees are required to disclose any real or perceived conflicts of interest on an annual basis. Board members are required to sign a conflict of interest form which is retained for record at the center. Upon disclosure or discovery that a board member or staff member has a potential conflict of interest, due diligence is conducted by management. The individual in question would be given an opportunity to present their case to the executive director who would make recommendations to the executive committee of the board on how best to proceed with the matter. In the event that the recommendation is removal of the individual, the individual would be given an opportunity to present their case to the board of directors. The executive director would seek a resolution from the board of directors to determine whether or not the individual should be separated from their role at the center. The resolution would be documented and kept on file at the center.”

“In december 2023, the board's executive committee conducted a performance evaluation of the executive director, using the nonprofit times' 2023 nonprofit organizations salary & benefits report and the organization's salary increase guidance (which governs pay adjustments for all employees) to inform compensation decisions. The executive director determines the compensation for the other officers.”

“The center makes available its governing documents, conflicts of interest policy, and financial statements to the public upon request.”

“The center has not changed its audit oversight process or selection process of an independent accountant during the tax year.”