St John'S Commnunity Services

“The executive committee consists of the officers of the board of directors. The executive committee has all powers of the board of directors between meetings except the authority to amend the organization's governing documents; to elect or remove directors, advisors and officers; and to take any other actions prohibited by the d.c. Nonprofit corporations act.”

“The executive commitee does not keep minutes of its meetings.”

“Sjcs has subsidiary by-laws, but no written policies and procedures”

“The form 990 will be reviewed in detail by management staff, presented to the audit committee, and made available to all board members prior to filing with the irs.”

“In the event any voting trustee has a conflict of interest which might properly limit such trustee's fair and impartial participation in board deliberations or decisions, such trustee shall inform the board as to the circumstances of such conflict. If those circumstances require the nonparticipation of the affected trustee, the board may nonetheless request from such trustee any appropriate non-confidential information which might inform its decisions. "conflict of interest," as referred to herein, shall include, but shall not be limited to, any transaction by or with the corporation in which a trustee has a direct or indirect personal interest, or any transaction in which a trustee is unable to exercise impartial judgment or otherwise act in the best interests of the corporation. No trustee of the corporation shall cast a vote, nor take part in the final deliberation in any matter in which he or she, members of his or her immediate family or any organization to which such trustee has allegiance, has a personal interest that may be seen as competing with the interest of the corporation. Any trustee who believes he or she may have such a conflict-of-interest shall so notify the board prior to deliberation on the matter in question, and the board shall make the final determination as to whether any trustee has a conflict-of-interest in any matter. The minutes of the board meeting shall reflect disclosure of any conflict-of-interest and the recusal of the interested trustee.”

“The chair of the board of trustees negotiated the employment contract for the ceo with guidance and review by the board's executive committee. The reviews included the annual compensation, the deferred compensation and the severance packages. The employment contract includes the increase methodology for each year of the contract. The chair and the committee used the services of diane seltzer, counsel. The executive committee does not maintain separate minutes. The organization has an executive compensation process for other senior managers which is not reviewed by the board of trustees, but is based on compensation studies for each position. The last executive compensation study took place in 2022. The ceo and deputy ceo conduct annual performance reviews for the coo and director of finance and base compensation changes on those reviews and the salary structure of the leadership team.”

“The organization does not make its governing documents, conflict of interest policy, nor its financial statements available to the public.”

“Elimination of intercompany due to/due from balance 4,123,987.”