St John'S Community Services - Virginia

“The executive committee consists of the officers of the board of directors. The executive committee shall have all powers of the board of directors between meetings of the full board of directors 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 previous ceo and coo have a family relationship.”

“The sole member of the organization is st. John's community services, inc.”

“The sole member appoints the members and selects the officers of the organization's board of directors.”

“The sole member may adopt, amend or repeal any provision of the articles of incorporation or bylaws, and shall ratify any amendment or repeal of said documents proposed by the organization's board of directors. The sole member shall ratify this organization's annual budget, as well as any policy decisions by this organization's board of directors regarding the corporation's endowment, including, but not limited to, ratification of major unbudgeted withdrawals or expenditures, selection and changes in fund managers, and any changes in investment/reinvestment policies and strategy. The sole member may act through its board of trustees, or between meetings of the board, through its executive committee. Whenever possible, the president of the sole member shall communicate to the organization's board of directors in writing the decisions of the sole member.”

“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 organization's executive compensation process included the following three steps for the president & ceos, thomas f. Wilds followed by ceo roger deshaies. 1. The board of trustee's executive committee reviewed and approved the employment contract in 2007 for thomas f. Wilds and in 2013 for roger deshaies. The reviews included the compensation, the deferred compensation and the severance packages. 2. The committee was provided salary comparison information by human resources. In addition, the committee used the services of ben tesdahl, counsel and ellen kohn, our compensation attorney. The employment contract includes the increase methodology for each year of the contract. 3. The executive committee does not maintain separate minutes. The organization's executive compensation process included the following three steps for the chief operating officer, genni sasnett followed by chief operating officer thalia simpson-clement: 1. The board of trustee's executive committee reviewed and approved the employment contract in 2009 for genni sasnett and in 2013 for thalia simpson-clement. The review included the compensation, the deferred compensation and the severance packages. 2. The committee was provided salary comparison information by human resources. In addition, the committee used the services of ben tesdahl, counsel and ellen kohn, our compensation attorney. The employment contract includes the increase methodology for each year of the contract. 3. The executive committee does not maintain separate minutes. The organization's executive compensation process included the following three steps for the chief financial officer, paul houston followed by chief financial officer ronald stubblefield: 1. The board of trustee's executive committee reviewed and approved the employment contract in 2010 for paul houston and in 2013 for ronald stubblefield. The review included the compensation, the deferred compensation and the severance packages. 2. The committee was provided the salary comparison information by human resources. In addition, the committee used the services of ben tesdahl, counsel and ellen kohn, our compensation attorney. The employment contract includes the increase methodology for each year of the contract. 3. 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 organization does not make its governing documents, conflict of interest policy, nor its financial statements available to the public.”

“The state director's compensation was paid from st. John's community services, the parent organization. According to their agreement, st. John's community services provided the management/administrative services to st. John's community services - virginia and reimbursed by st. John's community services - virginia for their services. Per irs instructions, the state director's compensation was reported on both part vii and part ix of the form 990.”

“The organization did not change its oversight process or selection process during the tax year.”