Senior Friendship Centers Foundation

“The board chair shall appoint each board committee, its chair, members, and assign the duties of each committee. Board committees are chaired by governors and report directly to the board of governors. Each committee shall be composed of a minimum of three (3) voting members. The purpose of the executive committee is to carry out specific directions of the board and to act on behalf of the full board to resolve urgent issues that may arise. The committee's primary functions shall include policy work; serve as liaison to the president & ceo; lead succession planning and executive search processes; review human resource policies including hiring and retention on an annual basis, review operational personnel action resulting in termination or suspension; and to initiate the board's involvement in establishing a strategic direction. The executive committee shall have all powers of the governing board except the encumbrance of property, reversal of previous board actions, or to employ or remove the president & ceo or governors. The committee may not alter, amend or appeal the articles of incorporation or the bylaws of the corporation. The committee shall oversee such affairs of the corporation as are referred to it by the board of governors and, during the intervals between meetings of the board of governors, shall have and exercise the powers of the corporation on behalf of the board of governors. The executive committee shall not modify or alter any action previously taken by the board of governors. Actions taken by the executive committee shall be ratified by the board at its next board meeting. The executive committee is subject to such limitations as may be provided by law, the articles of incorporation, these bylaws or by resolution of the board of governors.”

“An internal review of form 990 is administered by the executive staff and the audit committee. A complete copy of the form 990 was distributed to the entire board of directors for review prior to filing.”

“Board members must sign and date annually the conflict-of-interest statement. Each interested person will be provided a copy of this policy upon entering board or committee service, and on an annual basis thereafter, no later than later january 31. At time of policy review, the interested person will acknowledge in writing that he or she has done so, by executing the sfc conflict of interest disclosure statement any member of the board of governors who has direct or indirect financial interest in any transaction or contract with the organization must promptly, and in advance of any board vote, disclose such interest to the board of governors. The individual concerned may not participate in discussion or vote relating to the subject of their interest the disclosure will be reflected in the minutes of the board meeting. Any interested person that is not a board governor, who has a conflict of interest not subject to board or committee action, must disclose the conflict to the board chair or president and ceo with regard to a transaction or contract, as soon as the conflict is known to the interested person the interested person shall refrain from taking any action that may affect sfc participation in the proposed transaction or contract. Any interested person with a conflict of interest will not participate or be permitted to hear board or committee discussion of the matter other than to disclose material facts or respond to questions from the board. The person in question shall not attempt to exert influence regarding the matter, at or outside the meeting. A person with a conflict of interest regarding a transaction or contract that will be voted upon at a meeting, will not be counted in determining the presence of a quorum for purpose of the vote in the event it is not clear whether a conflict of interest exists, the person with the possible conflict shall disclose the circumstance to the board chair or president and ceo, as appropriate. The board chair or president and ceo will determine whether a conflict of interest exists that is subject to this policy. The broadest disclosure possible shall be adopted in all cases to ensure the appropriate authorized parties can make informed decisions in the best interests of sfc for each conflict of interest brought before the board of governors, the full board will determine whether sfc (1) take no action; (2) disclose the situation more broadly and invite full board discussion/resolution of appropriate action to take; or (3) refrain from taking action and otherwise avoid the conflict.”

“The form 990 is provided on our parent organization's website. While the governing documents, conflict of interest policy, and the financial statements are made available to the public upon request.”

“Change in value of split interest agreement 59,142.”