The Arc Davidson County & Greater Nashville

“Line 6 explanation - membership is open to all people. A member in good standing is one whose dues are not delinquent or have been waived. Members in good standing shall be eligible to hold office and to vote (but only in person) on all questions at the general membership meetings. All members in good standing have the right to attend and speak at meetings of the board of directors of the arc of davidson county but shall not vote unless they are also members of the board.”

“Line 7a explanation - there shall be a nominating committee composed of three (3) members. One (1) member shall be a member of the board of directors, the other two (2) shall be non-board members. The board member shall serve as chairman of the nominating committee. Members of the nominating committee shall be elected at the annual meeting for a term of one (1) year. Terms of office shall begin on july 1 of the year following election and shall expire on june 30. Members shall not be eligible for the nominating committee again until after a lapse of one (1) year. The board of directors shall have power to fill vacancies in the committee until the next election. The nominating committee shall prepare a slate of candidates for each election as officers (president, vice-president, secretary, treasurer), directors and members of the nominating committee and shall secure the consent of the nominees to serve if elected. Written notice of this slate shall be mailed to all members in good standing at least ten (10) days prior to the annual meeting. Officers and directors shall be elected at the annual meeting and shall take office on july 1 following their election. Nominations shall be permitted from the floor. All nominees, whether nominated by the committee or from the floor, shall be members in good standing who have given consent to the nomination.”

“Line 7b explanation - control of the arc of davidson county shall rest with the membership. Any action of the board of directors shall be subject to review by the membership on request of any member at a scheduled membership meeting or at a special meeting called for the purpose. An action of the board of directors may be altered or rescinded with an affirmative vote to two-thirds of those members present, provided no rights of third parties are affected.”

“The 990 draft is reviewed by the executive committee prior to filing.”

“The policy of the board is that the existence of any of the interest described in the organization's conflict of interest policy shall be disclosed before any transaction is consummated. It shall be the continuing responsibility of directors, officers, and management employees to scrutinize their transaction with outside business interests and relationship for potential conflicts and to immediately make such disclosures. Disclosure should be made to the president (or if he is the one with the conflict, then to the chairman of the board), who shall bring these matters to the attention of the board. The board shall then determine whether a conflict exists and is material, and in the presence of an existing material conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable as to the organization.”

“The board of directors evaluate and determine the salary for the executive director based on performance, comparable salary reviews and the current budget in place. The executive director evaluates the director of programs. Other board members and officers are not compensated.”

“Documents are made available upon request.”