Pro Bono Project Silicon Valley

“The corporation shall have such committees that may be designated by resolution of the board of directors. Such other committees may consist of persons who are not also members of the board. Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provision of the bylaws concerning meetings of the board of directors, with such changes in the context of such bylaw provisions as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the board of directors or by the committee. The time for special meetings of committees may also be fixed by the board of directors. The board of directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of the bylaws.”

“The process the organization uses to review the form 990 is that a copy of the form 990 is distributed by email to all board members for review and comment prior to submission. Any questions arising during this review process are resolved prior to filing.”

“On an annual basis, all board members are provided a copy of the policy and the related annual conflict of interest disclosure statement (the "disclosure statement"). This disclosure statement must be completed and returned to the president of the board each year for review by the board. Should a member of the board be the subject of a possible conflict of interest, that member will excuse himself or herself from the room during board discussion and any voting regarding that conflict. The minutes of the meeting shall reflect this abstention. All conflict of interest or "interest person" disclosures shall be treated as confidential and disclosed to others only to the extent necessary for review and resolution. All new board members must complete the disclosure statement prior to assuming their duties for the project.”

“Executive director. The board of directors evaluates the executive director of the project annually. A salary survey of similar organizations is used to benchmark compensation for the executive director position using legal services studies and any other relevant studies. The compensation is approved by majority vote during the board meeting.”

“Upon request, the organization's by-laws, conflict of interest policy and financial statements can be inspected at the offices and copied at the requestor's expense or the organization will email them to the requesting party.”