Practice Greenhealth

“Pgh has one class of voting members and four sub-categories of non-voting members.”

“There is one voting member of pgh and that member is the d.c. Nonprofit organization, and related organization, hcwh. The voting member shall have the right to elect and remove the members of the board of directors of pgh.”

“The one voting member of pgh, and related organization, hcwh, has authority to approve any dissolution, merger, consolidation, or transfer of substantially all assets, to amend the articles of incorporation and the bylaws, and to exercise such other rights as are provided in the bylaws or reserved to voting members under the act.”

“Pgh's federal form 990 is reviewed by the director of finance, the chief operating officer and the executive director. Such review takes place upon receipt of the draft form 990 received from the independent public accounting firm who conducts the financial statement audit of pgh. The review involves comparison of financial data in the federal form 990 with the audited financial statements and the books and records of pgh and review of all narrative information for accuracy and completeness. Additionally, the treasurer of the board of directors reviews a copy of the return for accuracy. Prior to filing the federal form 990 with the internal revenue service, a complete copy is provided to all voting members of pgh's board of directors.”

“Whenever any director has a conflict of interest with pgh he or she shall call such conflict to the attention of the board of directors. After identifying the issue, matter or transaction with respect to which a conflict exists, a director with a conflict shall withdraw from any further involvement in that issue, matter or transaction unless a majority of the disinterested directors shall determine that the conflict is (i) immaterial or not adverse to the interests of pgh or (ii) the benefits of allowing the person with the conflict to participate in the discussion or consideration, but not the final decision, outweigh the dangers; in which case the person may participate in the discussion, study or consideration of the issue, matter or transaction, but not the final discussion or decision. A director who is uncertain as to whether he or she may have a conflict should ask the secretary for an opinion. The secretary shall issue a written opinion which shall be presumed to be correct and may be relied upon unless challenged by another director, in which case the final decision as to whether a conflict exists shall be made by the directors. The secretary shall advise the chair of the board and the president of each and every opinion issued. Opinions shall, to the extent possible, avoid the disclosure of personal information while, at the same time, disclosing the basis for the opinion. Copies of all opinions shall be retained by the secretary and made available to the board upon request to permit and encourage consistency. The minutes of the meeting at which the disclosure of any conflict is made shall reflect that the disclosure was made and whether the person with the conflict withdrew, after making full disclosure of the matter in question and the conflict, and was not present for the final discussion of the matter and any vote thereon. A conflict of interest exists when: any director or close relative of a director or the employer of either of the foregoing has a material interest in an issue, matter or transaction in which pgh has an interest; or when any director or a close relative of a director acts as an agent, representative or spokesperson for any person, business, group or organization, in order to influence pgh on any issue, matter or transaction. An individual or organization has an interest for purposes of this policy if he, she, or it: (1) is an agent for a person or organization with an identified goal of influencing a decision by pgh; or (2) would experience a material economic gain or loss from a decision by pgh on an issue, matter or transaction identifiably different from the economic gain or loss that would be experienced by (a) a member of the general public, (b) the holder of less than five percent (5%) of the equity in any business entity, or (c) a nonexempt employee of pgh. Someone is a close relative if they are a spouse, a child, natural or adoptive parent, grandparent, grandchild, brother or sister whether natural, adoptive or by marriage of a director. The term also includes any other family member who resides in the same household as a director or shares living quarters with a director under circumstances that closely resemble a marital relationship. In addition to the foregoing, directors should not: use inside information--i.e., information made available to them because of their position as a director which is proprietary or confidential or otherwise not generally known to the public--for their personal advantage or that of any close relative. Accept any service, discount, concession, fee for advice or service or thing of value (other than compensation including bonus, from a director's regular employer) from any person or organization with an interest in an issue, matter or transaction in which pgh also has an economic or programmatic interest under circumstances that would suggest an obligation of the part of the director to exert any influence on pgh to enter into a transaction or adopt, alter”

“The directors of pgh shall serve as such without salary, but the board of directors may authorize payment by pgh of the reasonable expenses incurred by the directors in the performance of their duties. The directors may also authorize payment for services rendered in a capacity other than as a director, with prior board of directors approval. All board member compensation will be approved by the pgh's board of directors. A board of directors committee, which shall consist solely of disinterested individuals who do not directly or indirectly receive more than an insignificant amount of compensation from pgh, will be established to set and manage appropriate compensation levels for the president and executive director. This committee will also review on an annual basis the levels of reimbursement for board of directors travel and other expenses and any other payments to directors for services. As part of its due diligence, the compensation committee shall rely on appropriate comparative data, including salary data from surveys, compensation levels for similar positions in both exempt and taxable organizations, and regional economic data. The compensation committee shall also document the basis upon which it relies for its compensation determinations.”

“Pgh makes its governing documents, conflict of interest policy, federal form 990, and financial statements available to the public upon request.”