Girls Incorporated of Winter Haven

“The chairperson, vice-chairperson, treasurer, secretary, and past chairperson shall comprise the executive committee. The executive committee shall have all the authority of the board in the governance of the organization when the board is not in session and prudent, expeditious management requires prompt action. This power is limited with respect to the amendment of the by-laws, the removal or election of board members, officers, or the executive director, or any such authority that may be limited by the resolution of the board or applicable law. The executive committee shall report its actions to the full board. The executive committee may act only between the regular meetings of the board and only upon authority delegated by the board. The executive committee coordinates the evaluation for the executive director and makes recommendations to the board with respect to compensation. The executive director serves an ex-officio member of the executive committee. The executive committee shall meet prior to the regular board meeting. The executive committee shall determine the agenda for board meetings in consultation with the executive director. Any member of the executive committee may call a special meeting of the executive committee with at least 24-hour notice prior to such a meeting. Half of the membership of the executive committee shall constitute a quorum.”

“During the fiscal year, the organization undertook a revision of its bylaws. Key updates include modifications to the titles and responsibilities of officers, a more clearly defined role for the executive committee, and an overall enhancement in the clarity and precision of the language used.”

“The executive director distributes the form 990 to board members for their review before agreeing to have it filed.”

“Any director, principal officer, or member of a committee with governing board delegated powers is an interested person. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board or committee shall determine whether the organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. The minutes of the governing board and all committees with board delegated powers shall contain: a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed. B. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.”

“The executive director's compensation is determined by a comparison to past performance evaluations. The compensation is evaluated, reviewed and approved by the executive committee annually. Finally, the compensation is presented to the board of directors for their approval.”

“The governing documents, financial statements, and conflict of interest policy are made availble to the public upon request.”