Parc Inc.

“The organization's bylaws were amended on september 24, 2019. Revisions include: - the corporation's cfo is authorized to serve as the corporation secretary when the secretary-treasurer is not available to sign documents, grant applications or perform other duties of the corporate secretary. - for the first election of officers after the enactment of these revised bylaws (i.e. 2020 fiscal year), the members of the current executive committee, as defined in the may 2018 bylaws, will take on the role of nomination of officers that will, going forward, be handled by the newly formed executive governance committee. - minor changes to committee names. - the prior executive and governance committees have been combined to create the newly formed executive governance committee. - committee chairs shall be appointed by the executive governance committee and voted on by the full board. - the executive governance committee shall consist of the chairperson, vice-chairperson, secretary-treasurer, and chairs of the audits and compliance, planning and operations, finance and investment, and development committees. - the duties of the executive governance committee shall include: a) ensure that full board meetings can focus on big items critical to long term sustainability and mission critical items for parc by handling more routine matters and keeping board informed. B) the eg committee rolls administrative items that board must approve into one resolution/consent agenda that the board votes on and so can be more efficient in the main board meeting. If a board member has questions about an item, it can be pulled out of the consent resolution and discussed separately in the board meeting. Egc sets agendas for board meetings and prepares materials or ensures they are prepared. C) nominate a slate of new potential board members and refers them to full board for a vote. Any board member or the parc ceo can propose a potential new member for consideration. Parc officers can suggest nominees to parc ceo to present to the board. The ceo continues to assist in vetting nominees by gathering bios, resumes, arranging tours of parc, etc. As is done now. The full board then votes to approve new members, typically at the last annual full board meeting. This is currently the september meeting. This does not preclude the nomination and voting on new board members at any time during the year if needed or desired. D) meets in between full board meeting if an emergency arises that is time sensitive and full board cannot meet or is not needed. E) receives monthly finance and planning committee meeting minutes. Meet monthly only if needed. F) evaluate parc ceo annually g) nominates committee chairs for board approval vote.”

“The ceo and cfo conduct a comprehensive review of the form 990 before it is filed. A copy of the approved form, as ultimately filed, is provided to each voting member of the board before it is filed with the irs.”

“The board of directors monitors and enforces compliance with the conflict of interest policy annually. They review actual conflicts that are identified by the annual disclosure process and by other board members and prohibit directors from voting on matters where actual conflicts of interest exist. A similar policy applies to employees. All employees are required to sign a conflict of interest statement upon receipt of their policy manual.”

“The executive governance committee determines the compensation and benefits of the chief executive officer. The executive governance committee is independent with respect to compensation arrangement being considered. The executive governance committee relies on members of the board of directors who serve on boards of similar organizations to determine reasonable compensation. The board of directors approves the executive governance committee's findings. The review and approval process is documented in the ceo's contract. Following the completion of the ceo evaluation process by the executive governance committee, that committee makes a recommendation to the board for its approval of the compensation and benefits of the chief executive officer. A new ceo employment contract is drawn each year which states the board-approved ceo compensation, benefits and terms of the contract for the upcoming year. The review and approval are documented in the contract. During fiscal year 2019, the organization added an internal recruiter to its staff. The recruiter will survey the marketplace for competitive salaries for positions and then management will use that information along with budget constraints and relative salaries for peer positions to set compensation levels.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available for public inspection upon request.”

“Contract services: program service expenses 682,458. Management and general expenses 214,799. Fundraising expenses 86,312. Total expenses 983,569. Temporary labor: program service expenses 694,617. Management and general expenses 26,735. Fundraising expenses 0. Total expenses 721,352. Sales commission: program service expenses 5,990. Management and general expenses 0. Fundraising expenses 0. Total expenses 5,990. Medical services: program service expenses 69,796. Management and general expenses 374. Fundraising expenses 0. Total expenses 70,170. Employment services: program service expenses 25,969. Management and general expenses 10,984. Fundraising expenses 1,282. Total expenses 38,235.”

“Change in value of split interest agreements -31,717. Equity in earnings of affiliated corporation (net dividends paid) 3,781.”

“The organization has an audit committee comprised of members of the board of directors. The committee meets with the audit partner prior to the start of the audit and again at the completion of the audit when a draft of the report is presented. They also meet with the auditors without management present. They have the opportunity to ask questions prior to the completed audit presentation to the board.”